{"url_path":"/sec/boot/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 **Exhibits and Financial Statement Schedules","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1610250/0001104659-26-061346-index.html","accession_number":"0001104659-26-061346","cik":"0001610250","ticker":"BOOT","issuer_name":"Boot Barn Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1610250/0001104659-26-061346-index.html","primary_entity_key":"0001610250","primary_entity_name":"Boot Barn Holdings, Inc."},"word_count":1682,"has_tables":true,"body_markdown":"**Item 15.**Exhibits and Financial Statement Schedules\n\n**Financial Statements and Financial Statement Schedules**\n\nSee “Index to Consolidated Financial Statements” in Part II, Item 8 of this Annual Report on Form 10-K. Financial statement schedules have been omitted because they are not required or are not applicable or because the information required in those schedules either is not material or is included in the consolidated financial statements or the accompanying notes.\n\n​\n\n85\n\n[Table of Contents](#TOC)\n\n**Exhibits**\n\nThe exhibits listed below are filed or incorporated by reference as part of this Annual Report on Form 10-K.\n\n​\n\n**Exhibit********Number**\n\n​\n\n**Description**\n\n3.1\n\n​\n\n[Second Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on December 9, 2014).](https://www.sec.gov/Archives/edgar/data/1610250/000110465914085711/a14-24466_1ex3d1.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/1610250/000110465914085711/a14-24466_1ex3d1.htm)\n\n3.2\n\n​\n\n[Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-199008) filed on October 20, 2014).](https://www.sec.gov/Archives/edgar/data/1610250/000104746914008372/a2221774zex-3_2.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/1610250/000104746914008372/a2221774zex-3_2.htm)\n\n3.2.1\n\n​\n\n[Amendment, effective March 23, 2015, to Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed on March 26, 2015).](https://www.sec.gov/Archives/edgar/data/1610250/000110465915022735/a15-7684_1ex3d3.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/1610250/000110465915022735/a15-7684_1ex3d3.htm)\n\n4.1\n\n​\n\n[Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-199008) filed on October 20, 2014).](https://www.sec.gov/Archives/edgar/data/1610250/000104746914008372/a2221774zex-4_1.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/1610250/000104746914008372/a2221774zex-4_1.htm)\n\n4.2\n\n​\n\n[Description of Capital Stock (Incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K filed on May 24, 2019).](https://www.sec.gov/Archives/edgar/data/1610250/000155837019005281/boot-20190330ex4365fabd1.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/1610250/000155837019005281/boot-20190330ex4365fabd1.htm)\n\n10.1†\n\n​\n\n[Amended and Restated Boot Barn Holdings, Inc. 2014 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 25, 2016).](https://www.sec.gov/Archives/edgar/data/1610250/000115752316006608/a51407742ex10_1.htm#Exhibit:http://www.sec.gov/Archives/edgar/data/1610250/000115752316006608/a51407742ex10_1.htm)\n\n10.2†\n\n​\n\n[Boot Barn Holdings, Inc. 2020 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 1, 2020).](https://www.sec.gov/Archives/edgar/data/1610250/000155837020010930/boot-20200826xex10d1.htm#Exhibit:https://www.sec.gov/Archives/edgar/data/1610250/000155837020010930/boot-20200826xex10d1.htm)\n\n10.2.1†\n\n​\n\n[Amendment 2021-1 to the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 26, 2021).](https://www.sec.gov/Archives/edgar/data/1610250/000110465921109804/tm2125951d1_ex10-1.htm#Exhibit:https://www.sec.gov/Archives/edgar/data/1610250/000110465921109804/tm2125951d1_ex10-1.htm)\n\n10.2.2†\n\n​\n\n[Form of Employee Restricted Stock Unit Issuance Agreement under Boot Barn Holdings, Inc. 2020 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2.2 to the Registrant’s Annual Report on Form 10-K filed on May 15, 2024).](https://www.sec.gov/Archives/edgar/data/1610250/000155837024008176/boot-20240330xex10d22.htm)\n\n10.2.3†\n\n​\n\n[Form of Performance Unit Issuance Agreement under Boot Barn Holdings, Inc. 2020 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2.3 to the Registrant’s Annual Report on Form 10-K filed on May 15, 2024).](https://www.sec.gov/Archives/edgar/data/1610250/000155837024008176/boot-20240330xex10d23.htm)\n\n10.2.4†\n\n​\n\n[Form of Restricted Stock Award Agreement under Boot Barn Holdings, Inc. 2020 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on January 30, 2025).](https://www.sec.gov/Archives/edgar/data/1610250/000155837025000549/boot-20241228xex10d1.htm)\n\n10.2.5†\n\n​\n\n[2025 Form of Employee Restricted Stock Unit Issuance Agreement under Boot Barn Holdings, Inc. 2020 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2.5 to the Registrant’s Annual Report on Form 10-K filed on May 15, 2025).](https://www.sec.gov/Archives/edgar/data/1610250/000155837025007889/boot-20250329xex10d25.htm)\n\n10.2.6†\n\n​\n\n[2025 Form of Director Restricted Stock Unit Issuance Agreement under Boot Barn Holdings, Inc. 2020 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2.6 to the Registrant’s Annual Report on Form 10-K filed on May 15, 2025).](https://www.sec.gov/Archives/edgar/data/1610250/000155837025007889/boot-20250329xex10d26.htm)\n\n10.2.7†\n\n​\n\n[2025 Form of Performance Unit Issuance Agreement under Boot Barn Holdings, Inc. 2020 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2.7 to the Registrant’s Annual Report on Form 10-K filed on May 15, 2025).](https://www.sec.gov/Archives/edgar/data/1610250/000155837025007889/boot-20250329xex10d27.htm)\n\n10.3†\n\n​\n\n[Boot Barn Holdings, Inc. Amended and Restated Cash Incentive Plan for Executives (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on September 1, 2020).](https://www.sec.gov/Archives/edgar/data/1610250/000155837020010930/boot-20200826xex10d2.htm)\n\n10.4†\n\n​\n\n[Amended and Restated Employment Agreement, dated April 7, 2015, by and between Boot Barn, Inc. and James G. Conroy (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 8, 2015).](https://www.sec.gov/Archives/edgar/data/1610250/000110465915026486/a15-8719_1ex10d1.htm)\n\n10.5†\n\n​\n\n[Employment Agreement, effective as of May 11, 2014, by and between Boot Barn, Inc. and Laurie Grijalva (Incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (File No. 333-199008) filed on September 29, 2014).](https://www.sec.gov/Archives/edgar/data/1610250/000104746914007948/a2221573zex-10_6.htm)\n\n86\n\n[Table of Contents](#TOC)\n\n**Exhibit********Number**\n\n​\n\n**Description**\n\n10.6†\n\n​\n\n[Letter Agreement, dated July 2, 2014, by and between Boot Barn, Inc. and Laurie Grijalva (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on December 9, 2014).](https://www.sec.gov/Archives/edgar/data/1610250/000110465914085711/a14-24466_1ex10d1.htm)\n\n10.7†\n\n​\n\n[Employment Agreement, dated October 26, 2021, by and between Boot Barn, Inc. and James Watkins (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 27, 2021).](https://www.sec.gov/Archives/edgar/data/1610250/000155837021013613/boot-20211025xex10d1.htm)\n\n10.8\n\n​\n\n[Form of Amended and Restated Indemnification Agreement (Incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (File No. 333-199008) filed on September 9, 2014).](https://www.sec.gov/Archives/edgar/data/1610250/000104746914007948/a2221573zex-10_7.htm)\n\n10.9\n\n​\n\n[Amendment No. 4 to Credit Agreement (which amends and restates the Credit Agreement in its entirety), dated as of July 11, 2022, by and among the Company, Boot Barn, Inc., Sheplers Holding, LLC (f/k/a Sheplers Holding Corporation), Sheplers, LLC (f/k/a Sheplers, Inc.), Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender, Wells Fargo Bank, National Association, as Sole Lead Arranger and Sole Bookrunner, and the other Lenders named therein (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 14, 2022).](https://www.sec.gov/Archives/edgar/data/1610250/000155837022010714/boot-20220711xex10d1.htm)\n\n10.10*\n\n​\n\n[Amendment No. 5 to Credit Agreement (which amends and restates the Credit Agreement in its entirety), dated as of March 11, 2026, by and among the Company, Boot Barn, Inc., Sheplers Holding, LLC (f/k/a Sheplers Holding Corporation), Sheplers, LLC (f/k/a Sheplers, Inc.), Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender, Wells Fargo Bank, National Association, as Sole Lead Arranger and Sole Bookrunner, and the other Lenders named therein.](boot-20260328xex10d10.htm)\n\n10.11\n\n​\n\n[Guaranty Agreement dated as of June 29, 2015, by and among Boot Barn, Inc. and Sheplers, Inc. as Borrowers, Boot Barn Holdings, Inc., Sheplers Holding Corporation and certain of their Subsidiaries as Guarantors, in favor of Wells Fargo Bank, National Association, as Administrative Agent (Incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed on July 2, 2015).](https://www.sec.gov/Archives/edgar/data/1610250/000110465915049616/a15-14963_1ex10d7.htm)\n\n10.12\n\n​\n\n[Collateral Agreement dated as of June 29, 2015, by and among Boot Barn Holdings, Inc., Boot Barn, Inc., Sheplers Holding Corporation, Sheplers, Inc. and certain of their Subsidiaries as Grantors, in favor of Wells Fargo Bank, National Association, as Administrative Agent (Incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed on July 2, 2015).](https://www.sec.gov/Archives/edgar/data/1610250/000110465915049616/a15-14963_1ex10d8.htm)\n\n10.13\n\n​\n\n[Trademark Security Agreement, dated as of June 29, 2015, by Sheplers, Inc., in favor of Wells Fargo Bank, National Association, as Administrative Agent (Incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed on July 2, 2015).](https://www.sec.gov/Archives/edgar/data/1610250/000110465915049616/a15-14963_1ex10d9.htm)\n\n10.14\n\n​\n\n[Trademark Security Agreement, dated as of June 29, 2015, by Boot Barn, Inc., in favor of Wells Fargo Bank, National Association, as Administrative Agent (Incorporated by reference to Exhibit 10.10 to the Registrant’s Current Report on Form 8-K filed on July 2, 2015).](https://www.sec.gov/Archives/edgar/data/1610250/000110465915049616/a15-14963_1ex10d10.htm)\n\n10.15†\n\n​\n\n[Employment Agreement, effective on May 5, 2014, by and between Boot Barn, Inc. and Michael A. Love (Incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K filed on May 24, 2019).](https://www.sec.gov/Archives/edgar/data/1610250/000155837019005281/boot-20190330ex10291f619.htm)\n\n10.15.1†\n\n​\n\n[Supplemental Employment Letter Agreement, effective on April 1, 2017, by and between Boot Barn, Inc. and Michael A. Love (Incorporated by reference to Exhibit 10.29.1 to the Registrant’s Annual Report on Form 10-K filed on May 24, 2019).](https://www.sec.gov/Archives/edgar/data/1610250/000155837019005281/boot-20190330ex10291652e.htm)\n\n10.15.2†\n\n​\n\n[Supplemental Employment Letter Agreement, effective on or around June 12, 2018, by and between Boot Barn, Inc. and Michael A. Love (Incorporated by reference to Exhibit 10.29.2 to the Registrant’s Annual Report on Form 10-K filed on May 24, 2019).](https://www.sec.gov/Archives/edgar/data/1610250/000155837019005281/boot-20190330ex102921a1b.htm)\n\n10.16†\n\n​\n\n[Employment Agreement, effective on January 27, 2025, by and between Boot Barn, Inc. and Jonathon D. Kosoff. (Incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K filed on May 15, 2025).](https://www.sec.gov/Archives/edgar/data/1610250/000155837025007889/boot-20250329xex10d18.htm)\n\n10.17†\n\n​\n\n[Employment Agreement, effective on May 5, 2025, by and between Boot Barn, Inc. and John Hazen (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 14, 2025).](https://www.sec.gov/Archives/edgar/data/1610250/000155837025007778/boot-20250501xex10d1.htm)\n\n87\n\n[Table of Contents](#TOC)\n\n**Exhibit********Number**\n\n​\n\n**Description**\n\n19.1\n\n​\n\n[Boot Barn Holdings, Inc. Insider Trading Policy (Incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K filed on May 15, 2024).](https://www.sec.gov/Archives/edgar/data/1610250/000155837024008176/boot-20240330xex19d1.htm)\n\n21.1*\n\n​\n\n[List of subsidiaries](boot-20260328xex21d1.htm).\n\n23.1*\n\n​\n\n[Consent of Deloitte & Touche LLP](boot-20260328xex23d1.htm).\n\n31.1*\n\n​\n\n[Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](boot-20260328xex31d1.htm).\n\n31.2*\n\n​\n\n[Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](boot-20260328xex31d2.htm).\n\n32.1**\n\n​\n\n[Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](boot-20260328xex32d1.htm).\n\n32.2**\n\n​\n\n[Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.](boot-20260328xex32d2.htm)\n\n97.1\n\n​\n\n[Boot Barn Holdings, Inc. Compensation Recoupment Policy adopted November 14, 2023 (Incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K filed on May 15, 2024).](https://www.sec.gov/Archives/edgar/data/1610250/000155837024008176/boot-20240330xex97d1.htm)\n\n101\n\n​\n\nPursuant to Rules 405 and 406 of Regulation S-T, the following information from the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2026 is formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statement of Stockholders’ Equity; (iv) the Consolidated Statements of Cash Flows and (v) Notes to the Consolidated Financial Statements.\n\n104\n\n​\n\nThe cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2026, formatted in iXBRL in Exhibit 101.\n\n†\n\nIndicates management contract or compensation plan.\n\n+\n\nPortions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and the omitted portions have been filed separately with the SEC.\n\n* Filed herewith.\n\n** Furnished herewith.\n\n​"}