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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion in conjunction with the consolidated financial statements and the accompanying notes included elsewhere in this annual report. The statements in the following discussion and analysis regarding expectations about our future performance, liquidity and capital resources and any other non-historical statements in this discussion and analysis are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, those described under “Risk Factors” and “Forward-Looking Statements” elsewhere in this annual report. Our actual results could differ materially from those contained in or implied by any forward-looking statements.

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We have omitted discussion of our fiscal 2025 results where it would be redundant of information previously disclosed. For a comparison of our fiscal 2025 versus fiscal 2024 results, please see the discussion previously included in Part II, Item 7 of our fiscal 2025 Annual Report on Form 10-K filed with the SEC on May 15, 2025.

Overview

We are the largest lifestyle retail chain devoted to western and work-related footwear, apparel and accessories in the United States. As of March 28, 2026, we operated 539 stores in 49 states, as well as our e-commerce platform, which includes our websites, mobile app, and third-party marketplaces. Our stores feature a comprehensive assortment of brands and styles, coupled with attentive, knowledgeable store associates. 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. 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 clothing. Our broad geographic footprint, which comprises more than four 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.

Growth Strategies and Outlook

Over the long-term we plan to continue to expand our business, increase our sales growth and profitability and enhance our competitive position by executing the following strategies:

● strengthening omni-channel capabilities;

● driving same store sales growth;

● merchandise margin expansion and building our exclusive brand portfolio; and

● expanding our store base.

Since the founding of Boot Barn in 1978, we have grown both organically and through successful strategic acquisitions of competing chains. We have rebranded and remerchandised the acquired chains under the Boot Barn banner, resulting in sales increases over their original concepts. We believe that our business model and scale provide us with competitive advantages that have contributed to our consistent financial performance, generating sufficient cash flow to support national growth.

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

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

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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. In fiscal 2026, fiscal 2025 and fiscal 2024, we generated approximately 31%, 32% and 31% of our net sales during our third fiscal quarter, respectively. In addition, 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:

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 stores 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 includes 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.

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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:

● national and regional economic trends;

● changes in our product mix;

● changes in pricing;

● competition;

● changes in the timing of promotional and advertising efforts;

● holidays or seasonal periods; and

● weather.

Opening new stores is an important part of our growth strategy. We opened 80, 60 and 55 stores in fiscal 2026, fiscal 2025 and fiscal 2024, respectively. We also closed one store in fiscal 2025 (and none in fiscal 2026 or fiscal 2024). Accordingly, same store sales is only one measure 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 annual report 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 have had, and are 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 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

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

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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.

Selling, general and administrative expenses

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 selling, general and administrative expenses will increase in future periods as a result of incremental stock-based compensation, legal, accounting and other compliance-related expenses and increases resulting from growth in the number of our stores.

Fiscal Year

We operate on a fiscal calendar which 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. Fiscal 2026, 2025, and 2024 were each 52-week periods. For ease of reference, we identify our fiscal years by reference to the calendar year in which the fiscal year ends.

Results of Operations

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. The following discussion contains references to fiscal 2026 and fiscal 2025,

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which represent our fiscal years ended March 28, 2026 and March 29, 2025. Fiscal 2026 and fiscal 2025 were both 52-week periods.

Fiscal Year Ended

March 28, March 29,

(dollars in thousands) 2026 2025

Consolidated Statements of Operations Data:

Selling, general and administrative expenses 559,210 477,686

Percentage of Net Sales(1):

Cost of goods sold 61.9 % 62.5 %

Selling, general and administrative expenses 24.8 % 25.0 %

Income from operations 13.3 % 12.5 %

Interest expense 0.1 % 0.1 %

Other income, net 0.1 % 0.1 %

Income before income taxes 13.3 % 12.6 %

Income tax expense 3.3 % 3.1 %

(1) Percentages may not total 100% due to rounding.

Fiscal 2026 compared to Fiscal 2025

Net sales. Net sales in fiscal 2026 increased by $342.8 million, or 17.9%, to $2.254 billion compared to $1.911 billion in fiscal 2025. Consolidated same store sales increased 7.2%. Excluding the impact of the 15.3% increase in e-commerce same store sales, same store sales increased by 6.2%. Net sales increased primarily due to the incremental sales from new stores and the increase in consolidated same store sales.

Gross profit. Gross profit increased by $141.3 million, or 19.7%, to $858.4 million in fiscal 2026 from $717.0 million in fiscal 2025. As a percentage of net sales, gross profit was 38.1% and 37.5% for fiscal 2026 and fiscal 2025, respectively. Gross profit increased primarily due to an increase in sales and merchandise margin, partially offset by the occupancy costs of new stores. As a percentage of net sales, gross profit rate increased by 60 basis points driven primarily by an 80 basis-point increase in merchandise margin rate partially offset by 20 basis points of deleverage in buying, occupancy and distribution center costs. The increase in merchandise margin rate was primarily the result of better buying economies of scale, growth in exclusive brand penetration, and supply chain efficiencies. The deleverage in buying, occupancy and distribution center costs was driven by the occupancy costs of new stores.

Selling, general and administrative expenses. SG&A expenses increased by $81.5 million, or 17.1%, to $559.2 million in fiscal 2026 from $477.7 million in fiscal 2025. As a percentage of net sales, SG&A expenses were 24.8% for fiscal 2026 compared to 25.0% for fiscal 2025. SG&A expenses increased primarily as a result of higher store payroll and store-related expenses associated with operating more stores, marketing expenses, and corporate general and administrative expenses in the current year. As a percentage of net sales, SG&A leveraged by 20 basis points primarily

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as a result of lower corporate general and administrative expenses in the current-year period. Included in the prior-year period is a net benefit of $6.7 million related to the Company’s former Chief Executive Officer’s resignation.

Income from operations. Income from operations increased by $59.8 million, or 25.0%, to $299.1 million for fiscal 2026 from $239.4 million for fiscal 2025. As a percentage of net sales, income from operations was 13.3% and 12.5% for fiscal 2026 and fiscal 2025, respectively. The change in income from operations was attributable to the factors noted above.

Interest expense. Interest expense was $1.5 million in both fiscal 2026 and fiscal 2025.

Income tax expense. Income tax expense was $74.7 million in fiscal 2026 compared to $59.2 million in fiscal 2025. Our effective tax rate was 24.9% and 24.6% for fiscal 2026 and fiscal 2025, respectively. The effective tax rate for fiscal 2026 is higher than fiscal 2025 primarily due to a decrease in excess tax benefits on stock-based compensation.

Net income. Net income increased by $44.9 million, or 24.8%, to $225.9 million in fiscal 2026 from net income of $180.9 million in fiscal 2025. The change in net income was attributable to the factors noted above.

Store Operating Data

The following table presents store operating data for the periods indicated:

Fiscal Year Ended

March 28, March 29, March 30,

Selected Store Data (unaudited):

Same Store Sales growth/(decline) 7.2 % 5.5 % (6.2) %

Stores operating at end of period 539 459 400

Comparable stores open during period 441 382 335

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.

Our liquidity is moderately seasonal. Our cash requirements generally increase in our third fiscal quarter as we incur additional marketing expenses and increase our inventory in advance of the Christmas shopping season. Our cash flows from operations increased in fiscal 2026 compared to fiscal 2025, primarily as a result of higher net income and a $50.6 million decrease in cash paid for inventories year-over-year.

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As of the end of fiscal 2026, we did not have any material capital expenditure commitments. As of March 28, 2026, we did not have an amount outstanding under the Wells Fargo Revolver (as defined below). We had $250.0 million of remaining availability under the Wells Fargo Revolver and $141.0 million of cash on hand as of March 28, 2026. 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 $125.0 million and $130.0 million, which is net of estimated landlord tenant allowances of $47.6 million. We anticipate that we will use cash flows from operations to fund these expenditures.

Current Credit Facility

The Company currently has a $250.0 million syndicated senior secured asset-based revolving credit facility (“Wells Fargo Revolver”) for which Wells Fargo Bank, National Association is agent (“Wells Fargo”). Under the Wells Fargo Revolver, the sublimit for letters of credit is $10.0 million and the current maturity date is July 11, 2027.

Revolving credit loans under the Wells Fargo Revolver bear interest at per annum rates equal to, at the Company’s option, either (i) Adjusted Term Secured Overnight Financing Rate (defined as “Term SOFR” for the applicable interest period plus a fixed credit spread adjustment of 0.10%) plus an applicable margin for Term SOFR loans, or (ii) the base rate plus an applicable margin for base rate loans. The base rate is calculated at the highest of (a) the federal funds rate plus 0.5%, (b) the Wells Fargo prime rate and (c) Term SOFR for a one-month tenor in effect on such day plus 1.0%. The applicable margin is calculated based on a pricing grid that in each case is linked to quarterly average excess availability. For Term SOFR 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 Term SOFR 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 March 28, 2026 were zero and $4.0 million, respectively. The amounts outstanding under the Wells Fargo Revolver and letter of credit commitments as of March 29, 2025 were zero and $2.9 million, respectively. Total interest expense incurred in fiscal 2026 on the Wells Fargo Revolver was $0.8 million and the weighted average interest rate for fiscal 2026 was 6.9%. Total interest expense incurred in fiscal 2025 on the Wells Fargo Revolver was $0.8 million and the weighted average interest rate for fiscal 2025 was 7.8%. Total interest expense incurred in fiscal 2024 on the Wells Fargo Revolver was $1.7 million and the weighted average interest rate for fiscal 2024 was 7.0%.

All obligations under the Wells Fargo Revolver are unconditionally guaranteed by 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 March 28, 2026, the fair value of this embedded derivative was estimated and was not significant.

As of March 28, 2026, the Company was in compliance with the Wells Fargo Revolver debt covenants.

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Cash Position and Cash Flow

Cash and cash equivalents were $141.0 million as of March 28, 2026 compared to $69.8 million as of March 29, 2025.

The following table presents summary cash flow information for the periods indicated:

Fiscal Year Ended

March 28, March 29, March 30,

(In thousands)

Net cash provided by/(used in):

Operating activities

Cash provided by operating activities consists primarily of net income adjusted for non-cash items including depreciation, amortization and stock-based compensation, plus the effect on cash of changes during the year in our assets and liabilities.

Net cash provided by operating activities was $304.9 million for fiscal 2026. The significant components of cash flows provided by operating activities were net income of $225.9 million, the add-back of non-cash depreciation and amortization expense of $78.7 million and stock-based compensation expense of $16.1 million. Inventories increased $97.4 million as a result of an increase in purchases. Accounts payable and accrued expenses and other current liabilities increased by $27.6 million due to the timing of payments.

Net cash provided by operating activities was $147.5 million for fiscal 2025. The significant components of cash flows provided by operating activities were net income of $180.9 million, the add-back of non-cash depreciation and amortization expense of $62.5million and stock-based compensation expense of $11.0 million. Inventories increased $148.1 million as a result of an increase in purchases. Accounts payable and accrued expenses and other current liabilities increased by $18.2 million due to the timing of payments.

Investing activities

Cash used in investing activities consists primarily of purchases of property and equipment.

Net cash used in investing activities was $178.8 million for fiscal 2026, which was primarily attributable to capital expenditures related to store construction, improvements to our distribution center facilities, and investments in our new Store Support Center.

Net cash used in investing activities was $148.2 million for fiscal 2025, which was primarily attributable to capital expenditures related to store construction, investments in our new Store Support Center, improvements to our distribution center facilities, and improvements to our e-commerce information technology infrastructure.

Financing activities

Cash used in financing activities consists primarily of tax withholding payments related to the vesting of restricted stock.

Net cash used in financing activities was $54.8 million for fiscal 2026. We paid $50.0 million to repurchase shares of our common stock and $4.3 million in taxes related to the vesting of restricted stock.

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Net cash used in financing activities was $5.4 million for fiscal 2025. We paid $7.6 million in taxes related to the vesting of restricted stock. We also received $3.1 million from the exercise of stock options.

Other obligations

Contractual obligations. We enter into long-term contractual obligations and commitments in the normal course of business, primarily non-cancelable operating and finance leases.

As of March 28, 2026, our contractual cash obligations over the next several periods are set forth below.

Payments Due by Period

Line of credit — — — — —

Unutilized line of credit fees 805 625 180 — —

We lease our stores, facilities and certain other equipment under non-cancelable operating leases. These operating leases expire at various dates through fiscal 2043, and contain various provisions for rental adjustments, including, in certain cases, adjustments based on increases in the Consumer Price Index. They also generally contain renewal provisions for varying periods. Our future operating lease obligations would change if we were to exercise these renewal provisions or if we were willing to enter into additional operating leases.

Finance lease obligations primarily relate to the acquisition of two retail stores, two office buildings, one distribution center facility and land as part of our acquisition of Sheplers, Inc. and Sheplers Holding Corporation in June of fiscal 2016. The lease related to these finance lease obligations expires in fiscal 2036.

As of March 28, 2026, there were no amounts outstanding under the Wells Fargo Revolver. The maturity date of the Wells Fargo Revolver is July 11, 2027.

Interest expense on our line of credit relates to our Wells Fargo Revolver and was determined using an interest rate of 0.25% applied to the unutilized portion of the $250.0 million revolving line of credit on March 28, 2026, the last day of the fiscal year.

Off-balance sheet arrangements. We are not a party to any off-balance sheet arrangements, except for purchase obligations.

Critical Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the appropriate application of certain accounting policies, some of which require us to make estimates and assumptions about future events and their impact on amounts reported in our financial statements. Since future events and their impact cannot be determined with absolute certainty, our actual results will inevitably differ from our estimates.

We believe that the application of our accounting policies, and the estimates inherently required therein, are reasonable. Our accounting policies and estimates are re-evaluated on an ongoing basis and adjustments are made when facts and circumstances dictate a change.

The policies and estimates discussed below involve the selection or application of alternative accounting policies that are material to our financial statements. With respect to critical accounting policies, even a relatively minor variance between actual and expected experience can potentially have a materially favorable or unfavorable impact on

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subsequent results of operations. However, our historical results for the periods presented in our financial statements have not been materially impacted by such variances. Our accounting policies are more fully described in Note 2 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Management has discussed the development and selection of these critical accounting policies and estimates with our board of directors.

We have certain accounting policies that require more significant management judgment and estimates than others. These include our accounting policies with respect to revenue recognition, inventories, goodwill, intangible and long-lived assets, leases, stock-based compensation and income taxes, which are more fully described below.

Revenue recognition

Sales are recognized at the time of purchase by customers at our retail store locations. Sales are recorded net of taxes collected from customers. Transfer of control takes place at the point at which the customer receives and pays for the merchandise at the register. For e-commerce sales, revenue is recognized when control transfers to the customer, which generally occurs upon delivery of the product. On average, customers receive goods within four days of being ordered. The estimate of the transit times for these shipments is based on shipping terms and historical delivery times. Shipping and handling fees billed to customers for online sales are included in net sales and the related shipping and handling costs are classified as cost of goods sold in the consolidated statements of operations.

We reserve for projected merchandise returns based upon historical experience and various other assumptions that we believe to be reasonable. Customers can return merchandise purchased in-store within 30 days of the original purchase date and can return merchandise purchased on our e-commerce platform within 60 days of the original purchase date. Merchandise returns are often resalable merchandise and the purchase price is generally refunded by issuing the same tender used in the original purchase. Merchandise exchanges of the same product and price are not considered merchandise returns and, therefore, are not included in the population when calculating our sales returns reserve. We record the impact of adjustments to our sales returns reserve quarterly within total net sales. Should the returns rate as a percentage of net sales significantly change in future periods, it could have a material impact on our results of operations.

We maintain 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, as an adjustment to net sales using the relative standalone selling price method. If actual redemptions ultimately differ from accrued redemption levels, or if we further modify the terms of the program in a way that affects expected redemption value and levels, we could record adjustments to the unearned revenue accrual, which would affect net sales.

We recognize the sales from gift cards, gift certificates and store credits as they are redeemed for merchandise. Prior to redemption, we maintain an unearned revenue liability for gift cards, gift certificates and store credits until we are released from such liability, including potential obligations arising under state escheatment laws. Our 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.

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. The Company does not separate lease and non-lease components for all of its leases. Related operating and finance lease right-of-use 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 right-of-use assets is performed on a straight-line basis and recorded as part of rent expense. The majority of total lease costs is recorded as part of cost of goods sold, with the

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balance recorded in selling, general and administrative expenses on the consolidated statements of operations. The interest expense amortization component of the finance lease liabilities is recorded within interest expense on the consolidated statements of operations.

Leases with an initial term 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.

Inventories

Inventories, which consist primarily of general consumer merchandise held for sale, 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.

During each accounting period, we record adjustments to our inventories, which are reflected in cost of goods sold, if the cost of specific inventory items on hand exceeds the amount that we expect to realize from the ultimate sale or disposal of the inventory. A periodic review of inventory is performed in order to determine if inventory is properly stated at the lower of cost or net realizable value. This adjustment calculation requires us to make assumptions and estimates, which are based on factors such as average selling cycle and seasonality of merchandise, the historical rate at which merchandise has sold below cost during the average selling cycle, and the value and nature of merchandise currently priced below original cost. A provision is recorded to reduce the cost of inventories to the estimated net realizable values, if appropriate.

To the extent that management’s estimates differ from actual results, additional markdowns may be required that could reduce our gross profit, operating income and the carrying value of inventories.

We also record an inventory shrinkage reserve calculated as a percentage of net sales for estimated merchandise losses for the period between the last physical inventory count and the balance sheet date. These estimates are based on historical percentages and can be affected by changes in merchandise mix and changes in shrinkage trends. We perform periodic physical inventory counts for our entire chain of stores and our distribution centers and adjust the inventory shrinkage reserve accordingly. If actual physical inventory losses differ significantly from the estimate, our results of operations could be adversely impacted. The inventory shrinkage reserve reduces the value of total inventory and is a component of inventories on the consolidated balance sheets.

Goodwill, intangible and long-lived assets

Goodwill and indefinite-lived intangible assets. Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the acquired net tangible and intangible assets. Intangible assets with indefinite lives include the Boot Barn trademark that was acquired as part of the recapitalization with Freeman Spogli & Co. on December 12, 2011, the Sheplers trademark acquired as part of our acquisition of Sheplers, Inc. and Sheplers Holding Corporation in June of fiscal 2016, the cost to register the Boot Barn trademark in Hong Kong, the www.countryoutfitter.com website trademark we acquired as part of our asset acquisition in February of fiscal 2017, and the purchase of the codyjames.com domain in fiscal 2026. We test goodwill and indefinite-lived intangible assets for impairment at least annually on the first day of the fourth quarter or more frequently if indicators of impairment exist, in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Goodwill and Other. This guidance provides us the option to first assess qualitative factors such as macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and other relevant entity-specific events to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.

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segment. Further, the Company’s operations represent one reporting unit for the purpose of its goodwill impairment analysis.

If, based on a review of qualitative factors it is more likely than not that the fair value of a reporting unit is less than its carrying value, we proceed to compare the fair value of the reporting unit with its carrying amount. We evaluate the fair value of the reporting unit by using market-based analysis to review market capitalization and by reviewing a discounted cash flow analysis using management’s assumptions. We determine the fair value of our reporting unit using the income approach and market approach to valuation, as well as other generally accepted valuation methodologies. If the carrying amount of the reporting unit exceeds the reporting unit’s fair value, we recognize an impairment loss equal to the difference between the carrying amount and the estimated fair value of the reporting unit.

Definite-lived intangible assets and long-lived assets. Definite-lived intangible assets historically consisted of customer lists, which were amortized over a five-year useful life based on their estimated attrition rates. As of March 28, 2026, these assets were fully amortized.

Long-lived assets consist of leasehold improvements, machinery and equipment, furniture and fixtures, software and vehicles. Long-lived assets are subject to depreciation and amortization. We assess potential impairment of our definite-lived intangible assets and long-lived assets whenever events or changes in circumstances indicate that the asset’s carrying value may not be recoverable. Factors that are considered important that could trigger an impairment review include a current-period operating or cash flow loss combined with a history of operating or cash flow losses and a projection or forecast that demonstrates continuing losses or insufficient income associated with the use of a long-lived asset or asset group. Other factors include a significant change in the manner of the use of the asset or a significant negative industry or economic trend. This evaluation is performed based on estimated undiscounted future cash flows from operating activities compared with the carrying value of the related assets. If the undiscounted future cash flows are less than the carrying value, an impairment loss is recognized, measured by the difference between the carrying value and the estimated fair value of the assets, with such estimated fair values determined using the best information available and in accordance with FASB ASC Topic 820, Fair Value Measurements.

We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions we use to calculate long-lived asset impairment losses. However, if actual results are not consistent with our estimates and assumptions, our operating results could be adversely affected by additional impairment charges.

Stock-based compensation

We account for stock-based compensation in accordance with relevant authoritative literature. Our stock-based awards primarily consist of restricted stock units (“RSUs”) and performance share units (“PSUs”). These awards are measured at the grant date based on the fair value of our common stock, and compensation expense is recognized over the requisite service period.

For PSUs, the number of shares ultimately issued is dependent on the achievement of specified performance conditions. Accordingly, stock-based compensation expense for these awards requires management to estimate the likelihood and extent of achieving such performance targets, which may require judgment and is reassessed periodically.

Forfeitures for both RSUs and PSUs are recognized as incurred.

Historically, we have granted stock options and used valuation models, including the Black-Scholes option pricing model and Monte Carlo simulation, to estimate the grant-date fair value of such awards. However, we have not granted stock options in recent years.

Income taxes

We account for income taxes in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”), which requires the asset and liability approach for financial accounting and reporting of income taxes. Deferred tax assets and liabilities are attributable to differences between financial statement and income tax reporting. Deferred tax assets, net of any valuation allowances, represent the future tax return consequences of those differences and for operating loss and tax credit carryforwards, which will be deductible when the assets are recovered. Deferred tax assets are reduced by a

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valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

We account for uncertain tax positions in accordance with ASC 740, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. It prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Such changes in recognition or measurement might result in the recognition of a tax benefit or an additional charge to the tax provision in the period.

We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying statement of operations. See Note 14 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information regarding our income tax disclosures.

Item 7A. Quantitative and Qualitative Disclosures About Market Risks

Interest rate risk

We are subject to interest rate risk in connection with borrowings under our credit facility, which bears interest at variable rates. As of March 28, 2026, there were no amounts outstanding under the Wells Fargo Revolver.

Foreign exchange rate risk

We currently purchase all of our merchandise through domestic and international suppliers on a U.S. dollar-denominated basis. We do not hedge using any derivative instruments and historically have not been impacted by changes in exchange rates.

Impact of inflation

Our results of operations and financial condition are presented based on historical cost. While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe that the effects of inflation, if any, on our results of operations and financial condition have been immaterial.

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Item 8. Consolidated Financial Statements and Supplementary Data

Boot Barn Holdings, Inc. and Subsidiaries

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID 34) 55

Consolidated Balance Sheets as of March 28, 2026 and March 29, 2025 57

Notes to Consolidated Financial Statements 61

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Boot Barn Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Boot Barn Holdings, Inc. and subsidiaries (the "Company") as of March 28, 2026 and March 29, 2025, the related consolidated statements of operations, stockholders' equity, and cash flows, for each of the three years in the period ended March 28, 2026, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 28, 2026 and March 29, 2025, and the results of its operations and its cash flows for each of the three years in the period ended March 28, 2026, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 28, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May 14, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Inventories— Refer to Note 2 to the financial statements

Critical Audit Matter Description

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. A periodic review of inventories is performed in order to determine if inventories are properly stated at the lower of cost or net realizable value. This adjustment calculation requires the Company to make assumptions and estimates, which are based on factors such as average selling cycle and seasonality

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of merchandise, the historical rate at which merchandise has sold below cost during the average selling cycle, and the value and nature of merchandise currently priced below original cost. A provision is recorded to reduce the cost of inventories to the estimated net realizable values, if appropriate.

Given the judgments made by management to estimate the net realizable value of inventories, such as estimating future sales prices and foreseeable demand, auditing the adjustments to inventories for obsolescence involved a higher degree of auditor judgment and the involvement of more senior members of the engagement team in executing, supervising, and reviewing the results of the procedures.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the valuation of inventories included the following, among others:

/s/ DELOITTE & TOUCHE LLP

Costa Mesa, California

May 14, 2026

We have served as the Company's auditor since 2012.

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Boot Barn Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except per share data)

March 28, March 29,

Assets

Current assets:

Prepaid expenses and other current assets 33,462 36,736

Liabilities and stockholders’ equity

Current liabilities:

Accrued expenses and other current liabilities 159,103 146,038

Short-term lease liabilities 89,743 72,861

Commitments and contingencies (Note 11)

Stockholders’ equity:

Total liabilities and stockholders’ equity $ 2,450,075 $ 2,018,021

The accompanying notes are an integral part of these consolidated financial statements.

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Boot Barn Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations

(In thousands, except per share amounts)

Fiscal Year Ended

March 28, March 29, March 30,

Earnings per share:

Weighted average shares outstanding:

The accompanying notes are an integral part of these consolidated financial statements.

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Boot Barn Holdings, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity

(In thousands)

Additional

Common Stock Paid-In Retained Treasury Shares

Net income — — — 146,996 — — 146,996

Net income — — — 180,942 — — 180,942

Net income — — — 225,880 — — 225,880

The accompanying notes are an integral part of these consolidated financial statements.

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Boot Barn Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)

Fiscal Year Ended

March 28, March 29, March 30,

Cash flows from operating activities

Amortization of intangible assets — 20 54

Impairment of intangible assets — — 2,000

Amortization and write-off of debt issuance fees 108 108 108

Loss on disposal of property and equipment 492 299 660

Changes in operating assets and liabilities:

Prepaid expenses and other current assets 3,166 7,664 3,515

Accrued expenses and other current liabilities 19,408 17,989 (6,208)

Cash flows from investing activities

Purchases of intangible assets (304) — —

Proceeds from sale of property and equipment 60 55 —

Cash flows from financing activities

Payments on line of credit - net — — (66,043)

Repayments on debt and finance lease obligations (948) (873) (863)

Repurchases of common stock (50,006) — —

Proceeds from the exercise of stock options 425 3,111 9,737

Net cash used in financing activities $ (54,832) $ (5,379) $ (59,644)

Supplemental disclosures of cash flow information:

Cash paid for income taxes, net of refunds $ 62,034 $ 59,929 $ 57,157

Supplemental disclosure of non-cash activities:

Unpaid purchases of property and equipment $ 20,551 $ 29,584 $ 17,269

The accompanying notes are an integral part of these consolidated financial statements.

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Boot Barn Holdings, Inc. and Subsidiaries

Notes to 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 30,384,141 and 30,594,094 outstanding shares of common stock as of March 28, 2026 and March 29, 2025, respectively. 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 U.S. and sells its merchandise via the Internet. The Company operated a total of 539 stores in 49 states as of March 28, 2026, 459 stores in 49 states as of March 29, 2025 and 400 stores in 45 states as of March 30, 2024. As of the fiscal year ended March 28, 2026, all stores operated under the Boot Barn name.

Basis of Presentation

The Company’s consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), include the accounts of the Company and each of its subsidiaries, including Boot Barn Holdings, Inc., Boot Barn, Inc., RCC Western Stores, Inc. (“RCC”), Baskins Acquisition Holdings, LLC (“Baskins”), Sheplers, LLC and Sheplers Holding, LLC (collectively 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.

Fiscal Year

The Company reports its results of operations and cash flows on a 52- or 53-week basis, and its fiscal year ends on the last Saturday of March unless April 1st is a Saturday, in which case the fiscal year ends on April 1st. The fiscal years ended March 28, 2026 (“fiscal 2026”), March 29, 2025 (“fiscal 2025”), and March 30, 2024 (“fiscal 2024”) each consisted of 52 weeks.

2. Summary of Significant Accounting Policies

Comprehensive Income

The Company does not have any components of other comprehensive income recorded within its consolidated financial statements and, therefore, does not separately present a statement of comprehensive income in its 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.

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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 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.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents also include receivables from credit card sales. The carrying amounts of cash and cash equivalents represent their fair values.

Accounts Receivable

The Company’s accounts receivable consist of amounts due from commercial customers for merchandise sold, as well as receivables from suppliers under co-operative arrangements. The Company’s allowance for credit losses was $0.7 million and $0.6 million as of March 28, 2026 and March 29, 2025, respectively.

Inventories

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 is written down to its estimated net realizable value.

Debt Issuance Costs and Debt Discounts

Debt issuance costs are capitalized and amortized to interest expense over the terms of the applicable loan agreements using the effective interest method. Those costs related to the issuance of debt are presented as a reduction to the principal amount of the debt. Debt issuance costs incurred with the issuance of revolving credit lines are included in prepaid expenses and other current assets.

Debt discounts arise when transaction fees are paid to the lending institution. Debt discounts are recorded as a reduction to the principal amount of the debt. Amortization of debt discounts is recorded as an increase to the net principal amount of the debt and as a charge to interest expense over the term of the applicable loan agreement using the effective interest method.

Property and Equipment, net

Property and equipment consists of machinery and equipment, furniture and fixtures, software, vehicles, and leasehold improvements. Property and equipment is subject to depreciation and is recorded at cost less accumulated depreciation. Expenditures for major remodels and improvements are capitalized while minor replacements, maintenance, and repairs that do not improve or extend the life of such assets are charged to expense. Gains or losses on disposal of fixed assets, when applicable, are reflected in operations. Depreciation is computed using the straight-line

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method over the estimated useful lives, ranging from one to ten years. The Company’s property and equipment are depreciated using the following estimated useful lives:

Useful Life

Machinery and equipment 3-5 years

Furniture and fixtures 3-7 years

Software 3-5 years

Vehicles 3-5 years

Leasehold improvements 1-10 years

Goodwill and Indefinite-Lived Intangible Assets

Goodwill is recorded as the difference between the aggregate consideration paid for an acquisition and the fair value of the acquired net tangible and intangible assets. Goodwill is tested for impairment at least annually as of the first day of the fourth fiscal quarter or more frequently if indicators of impairment exist, in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Goodwill and Other. This guidance provides the option to first assess qualitative factors such as macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and other relevant entity-specific events to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.

Intangible assets with indefinite lives, which include the Boot Barn, Sheplers and Country Outfitter trademarks, and the codyjames.com domain, are not amortized but instead are measured for impairment at least annually, or when events indicate that impairment may exist. The Company calculates impairment as the excess of the carrying value of indefinite-lived intangible assets over their estimated fair value. If the carrying value exceeds the estimate of fair value, an impairment charge is recorded. The Company concluded there was no impairment of intangible assets with indefinite lives during fiscal 2026 or fiscal 2025. During fiscal 2024, the Company recognized an impairment related to the Sheplers indefinite lived trademark of $2.0million.

Definite-Lived Intangible Assets

Definite-lived intangible assets historically consisted of customer lists, which were amortized over a five-year useful life based on their estimated attrition rates. As of March 28, 2026, these assets were fully amortized.

Long-Lived Assets

Long-lived assets consist of property and equipment and definite-lived intangible assets. The Company assesses potential impairment of its long-lived assets whenever events or changes in circumstances indicate that an asset or asset group’s carrying value may not be recoverable. Factors that are considered important that could trigger an impairment review include a current period operating loss or negative cash flow combined with a history of operating losses or

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negative cash flow and a projection or forecast that demonstrates continuing losses or insufficient income associated with the use of a long-lived asset or asset group. Other factors include a significant change in the manner of the use of the asset or a significant negative industry or economic trend. This evaluation is performed based on estimated undiscounted future cash flows from operating activities compared with the carrying value of the related assets. If the undiscounted future cash flows are less than the carrying value, an impairment loss is recognized, measured by the difference between the carrying value, and the estimated fair value of the assets, with such estimated fair values determined using the best information available and in accordance with FASB ASC Topic 820, Fair Value Measurements (“ASC 820”). During fiscal 2026, fiscal 2025 and fiscal 2024, the Company did not record asset impairment charges related to its stores.

Stock-Based Compensation

Stock-based compensation is accounted for under FASB ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). The Company accounts for all stock-based compensation transactions using a fair-value method and recognizes the fair value of each award as an expense over the service period. The Company estimates the fair value of stock options granted with service conditions using the Black-Scholes option pricing model. The use of the Black-Scholes model requires a number of estimates, including the expected option term, the expected volatility in the price of the Company’s common stock, the risk-free rate of interest and the dividend yield on the Company’s common stock. The fair value of stock options granted with both service and market vesting conditions is estimated using a Monte Carlo simulation model. The fair value of the Company’s restricted stock units and performance share units is the closing price of the Company’s common stock on the grant date. The consolidated financial statements include amounts that are based on the Company’s best estimates and judgments. The Company classifies compensation expense related to these awards in the consolidated statements of operations based on the department to which the recipient reports.

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 as 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, these 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 was $9.7 million and $8.8 million as of March 28, 2026 and March 29, 2025, respectively, and 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

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and was $7.9 million, $6.2 million, and $5.0 million as of March 28, 2026, March 29, 2025, and March 30, 2024, respectively.

The following table provides a reconciliation of the activity related to the Company’s customer loyalty program:

Customer Loyalty Program Fiscal Year Ended

March 28, March 29, March 30,

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. Income from the redemption of gift cards and gift card breakage is included in net sales. The following table provides a reconciliation of the activity related to the Company’s gift card program:

Gift Card Program Fiscal Year Ended

March 28, March 29, March 30,

Current year breakage and escheatment (1,035) (963) (866)

Cost of Goods Sold

Cost of goods sold includes the cost of merchandise, obsolescence and shrink provisions, store and distribution center occupancy costs (including rent, depreciation and utilities), inbound and outbound freight, supplier allowances, occupancy-related taxes, inventory acquisition-related costs, and compensation costs for merchandise purchasing, exclusive brand design and development, sourcing, and distribution center personnel.

Store Opening Costs

Store 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 store opening costs are included in selling, general and administrative (“SG&A”) expenses. All of these costs are expensed as incurred.

Advertising Costs

Certain advertising costs, including pay-per-click, direct mail, television and radio promotions, event sponsorship, in-store photographs and other promotional advertising are expensed when the marketing campaign commences. The Company had prepaid advertising costs of $4.9 million and $2.2 million as of March 28, 2026 and March 29, 2025, respectively. All other advertising costs are expensed as incurred. The Company recognized $62.8

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million, $50.5 million, and $44.0 million in advertising costs during fiscal 2026, fiscal 2025, and fiscal 2024, respectively.

Leases

The Company accounts for leases in accordance with FASB 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 right-of-use 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 is recorded as part of cost of goods sold, with the balance recorded in selling, general and administrative expenses on the consolidated statements of operations. The interest expense amortization component of the finance lease liabilities is recorded within interest expense on the consolidated statements of operations.

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”), which requires the asset and liability approach for financial accounting and reporting of income taxes. Deferred tax assets and liabilities are attributable to differences between financial statement and income tax reporting. Deferred tax assets, net of any valuation allowances, represent the future tax return consequences of those differences and for operating loss and tax credit carryforwards, which will be deductible when the assets are recovered. Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

The Company accounts for uncertain tax positions in accordance with ASC 740, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. It prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Such changes in recognition or measurement might result in the recognition of a tax benefit or an additional charge to the tax provision in the period.

The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the consolidated statements of operations. Accrued interest and penalties, if incurred, are included within accrued expenses and other current liabilities in the consolidated balance sheets. There were no accrued interest or penalties for fiscal 2026 or fiscal 2025.

Per Share Information

Basic earnings per share is computed by dividing net income by the weighted average number of outstanding shares of common stock. In computing diluted earnings per share, the weighted average number of common shares outstanding is adjusted to reflect the effect of potentially dilutive securities such as stock options and restricted stock. In accordance with ASC 718, the Company utilizes the treasury stock method to compute the dilutive effect of stock options, restricted stock units and performance share units.

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Fair Value of Certain Financial Assets and Liabilities

The Company follows 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 8 “Revolving credit facilities and long-term debt” is not readily available, the Company believes 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 as of March 28, 2026 on a recurring basis.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. At times, such amounts held at banks may be in excess of Federal Deposit Insurance Corporation insurance limits, and the Company mitigates such risk by utilizing multiple banks.

Supplier Concentration Risk

The Company purchases merchandise inventories from several hundred suppliers worldwide. Sales of products from the Company’s three largest suppliers totaled approximately 25% of net sales in fiscal 2026 and fiscal 2025 and 24% of net sales in fiscal 2024.

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

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applied either prospectively or retrospectively. The Company is currently evaluating the impact of adoption on its financial disclosures.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires disaggregated information about an entity’s effective tax rate reconciliation, as well as information on income taxes paid. This ASU is applicable to the Company’s Annual Report on Form 10-K for fiscal 2026, and subsequent interim periods, with early application permitted. The Company adopted this ASU for its annual period ended March 28, 2026.

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 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 Consolidated Balance Sheet.

The following table presents information about our segment revenue, segment profit or loss, and significant expenses (in thousands):

Fiscal Year Ended

March 28, March 29, March 30,

Less:

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. For consolidated depreciation expense see Note 5: Property and Equipment, Net.

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 compensation costs, legal and professional fees, insurance, and other related corporate costs.

5 Includes interest expense, other income, and income tax expense.

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Disaggregated Revenue

The Company disaggregates net sales into the following major merchandise categories:

Fiscal Year Ended

Footwear 46% 47% 47%

Hats, accessories and other 17% 16% 17%

The Company also disaggregates net sales between stores and e-commerce:

Fiscal Year Ended

Geographic Information

Approximately 0.3% of the Company’s consolidated net sales for fiscal 2026 was generated from customers outside of the United States. Substantially all of the Company’s long-lived assets are held in the United States.

4. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

March 28, March 29,

Prepaid advertising $ 4,935 $ 2,223

Total prepaid expenses and other current assets $ 33,462 $ 36,736

5. Property and Equipment, Net

Property and equipment, net, consisted of the following (in thousands):

March 28, March 29,

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Depreciation expense was $78.7 million, $62.5 million, and $49.5 million for fiscal 2026, fiscal 2025, and fiscal 2024, respectively.

6. Goodwill and Intangible Assets, Net

The Company’s goodwill balance totaled $197.5 million as of March 28, 2026. There were no changes to the carrying amount of goodwill for fiscal 2026, fiscal 2025, and fiscal 2024.

As of March 28, 2026 and March 29, 2025, the Company had net indefinite lived intangible assets of $59.0 million and $58.7 million, respectively.

As of March 29, 2025, all definite lived intangible assets had been fully amortized and during fiscal 2026, the Company did not record amortization expense for intangible assets. Amortization expense for intangible assets totaled less than $0.1 million for fiscal 2025 and $0.1 million for fiscal 2024, and is included in selling, general and administrative expenses.

The Company did not record an impairment to indefinite lived trademarks in fiscal 2026 or fiscal 2025. The Company recognized an impairment of $2.0 million related to the Sheplers indefinite lived trademark in fiscal 2024, which is included in selling, general and administrative expenses in the consolidated statements of operations. The remaining value of the Sheplers trademark was $7.2 million as of March 28, 2026.

7. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

March 28, March 29,

Accrued occupancy expense 5,962 4,695

Sales reward redemption liability 7,948 6,168

Accrued property and equipment 13,685 22,402

Sales returns reserve 9,681 8,786

Total accrued expenses and other current liabilities $ 159,103 $ 146,038

8. Revolving Credit Facility and Long-Term Debt

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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.

As of March 28, 2026, the Company was in compliance with the Wells Fargo Revolver debt covenants.

Debt Issuance Costs

Debt issuance costs totaling $1.7 million were incurred under the Wells Fargo Revolver and are included as assets on the consolidated balance sheets in prepaid expenses and other current assets. Total unamortized debt issuance costs were $0.1 million and $0.2 million as of March 28, 2026 and March 29, 2025, respectively. These amounts are being amortized to interest expense over the term of the Wells Fargo Revolver.

Total amortization expense of $0.1 million related to the Wells Fargo Revolver is included as a component of interest expense in each of fiscal 2026, fiscal 2025 and fiscal 2024.

9. Share Repurchase Program

In May 2025, the Company’s Board of Directors (the “Board”) authorized the Company to repurchase up to $200 million 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 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.

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A summary of share repurchase activity is presented in the following table:

Fiscal Year Ended

March 28,

(dollars in thousands) 2026

Total cost of shares repurchased (excluding excise tax) $ 50,006

During fiscal 2025 and fiscal 2024 there was not an authorized repurchase program, and no shares were repurchased.

10. 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 or performance share units. 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 Company’s Board (the “Compensation Committee”). Restricted stock awards granted under the 2014 Plan vested over one or four years, as determined by the Compensation Committee. Restricted stock units granted under the 2014 Plan vested over service periods of one, four or five years, as determined by the Compensation Committee. Performance share units granted under the 2014 Plan were subject to the vesting criteria discussed further below.

On August 26, 2020 (the “Effective Date”), 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 the approval of the 2020 Plan, no further grants have been made under the 2014 Plan. The 2020 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 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 common stock, par value $0.0001 per share. In addition, and subject to adjustment as set forth in the 2020 Plan, shares of common stock subject to outstanding awards under the 2014 Plan that terminate, expire or are cancelled, forfeited, exchanged or surrendered without having been exercised, vested or paid in shares or are paid in cash after the Effective Date shall be added to the share reserve under the 2020 Plan. As of March 28, 2026, all awards granted under the 2020 Plan to date have been market-based stock options, restricted stock units or performance share units. Market-based stock options granted under the 2020 Plan were subject to the vesting criteria discussed in the fiscal 2025 Annual Report on Form 10-K filed with the SEC on May 15, 2025. Restricted stock units granted under the 2020 Plan vest over service periods ranging from one to four years, as determined by the Compensation Committee. Performance share units granted under the 2020 Plan are subject to the vesting criteria discussed further below.

Stock Options

During fiscal 2026, fiscal 2025, and fiscal 2024 the Company did not grant options to purchase shares.

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The following table summarizes the stock option award activity for the fiscal year ended March 28, 2026:

Weighted

Grant Date Average

Weighted Remaining Aggregate

Stock Average Contractual Intrinsic

Options Exercise Price Life (in Years) Value (1)

(in thousands)

Granted — $ —

Cancelled, forfeited or expired (299) $ 23.92

The tax benefit from stock options exercised during fiscal 2026, fiscal 2025 and fiscal 2024 was $0.7 million, $0.7 million, and $1.2 million, respectively.

Restricted Stock Units

During fiscal 2026, fiscal 2025 and fiscal 2024, the Company granted 83,186, 109,013, and 132,713 restricted stock units (“RSUs”), respectively, to non-employee directors, the Executive Chairman of the Board, and various employees under the 2020 Plan. The restricted stock units 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 values of the RSUs granted during fiscal 2026, fiscal 2025 and fiscal 2024 totaled $13.2 million, $12.5 million and $8.6 million, respectively, and were initially measured using the Company’s closing stock price on the grant date. The Company is recognizing the expense relating to these awards on a straight-line basis over the service period of each award (subject to certain exceptions), commencing on the date of grant.

A summary of the status of non-vested RSUs as of March 28, 2026 and changes during fiscal 2026 is presented below:

Weighted-

Average

Grant Date

Shares Fair Value

The total fair value of RSUs vested during fiscal 2026 was $13.3 million.

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Performance Share Units

During fiscal 2026, fiscal 2025 and fiscal 2024, the Company granted 46,231, 61,530 and112,740performance share units (“PSUs”), respectively, to various employees under the 2020 Plan with grant date fair values of $7.2 million, $6.9 million and $7.3million, 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) fiscal 2026, began March 30, 2025 and ends April 1, 2028; (ii) fiscal 2025, began March 31, 2024 and ends March 27, 2027; and fiscal 2024, began April 2, 2023 and ended March 28, 2026.

The performance metrics for these PSU awards were established by the Company at the beginning of the performance period. At the end of the performance period, the number of shares to be issued is 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 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 fiscal 2026, fiscal 2025 and fiscal 2024 were initially measured using the Company’s closing stock price on the date of grant with the resulting stock 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 compensation expense is reversed. The PSUs are forfeited if the threshold performance goals are not achieved as of the end of the performance period.

A summary of the status of non-vested PSUs as of March 28, 2026 and changes during fiscal 2026 is presented below:

Weighted-

Average

Grant Date

Shares Fair Value

Vested — $ —

No PSUs vested during fiscal 2026 as the applicable performance conditions were not achieved.

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Stock-Based Compensation Expense

A summary of stock-based compensation expense by award-type is presented below:

Fiscal Year Ended

March 28, March 29, March 30,

Total stock-based-compensation expense, after tax $ 13,271 $ 7,323 $ 10,249

Stock-based compensation expense of $3.6 million, $4.3 million, and $2.4 million was recorded in cost of goods sold in the consolidated statements of operations for fiscal 2026, fiscal 2025, and fiscal 2024, 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 March 28, 2026 is presented below:

(in thousands, except for periods) March 28, 2026

RSUs

Unamortized compensation expense for RSUs $ 11,071

Weighted-average remaining recognition period (in years) 1.82

PSUs

Unamortized compensation expense for PSUs $ 11,125

BOOT US Equity

BOOT · 10-K · period ended 2026-03-28

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures About Market Risks

Item 8. Consolidated Financial Statements and Supplementary Data

BOOT US Equity☆

BOOT · 10-K · period ended 2026-03-28

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures About Market Risks

Item 8. Consolidated Financial Statements and Supplementary Data

BOOT US Equity