{"url_path":"/sec/boot/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 Consolidated Financial Statements and Supplementary Dat****a**","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":14590,"has_tables":true,"body_markdown":"**Item 8. Consolidated Financial Statements and Supplementary Dat****a**\n\n**Boot Barn Holdings, Inc. and Subsidiaries**\n\n**Index to Consolidated Financial Statements**\n\n[Report of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENTREGISTEREDPUBLICACCOU) (PCAOB ID 34)\n\n​\n\n55\n\n \n\n[Consolidated Balance Sheets as of March 28, 2026 and March 29, 2025](#BalanceSheets_408021)\n\n​\n\n57\n\n​\n\n[Consolidated Statements of Operations for the Fiscal Years Ended March 28, 2026, March 29, 2025, and March 30, 2024](#StatementsofOperations_349312)\n\n​\n\n58\n\n​\n\n[Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended March 28, 2026, March 29, 2025, and March 30, 2024](#StockholdersEquity_911698)\n\n​\n\n59\n\n​\n\n[Consolidated Statements of Cash Flows for the Fiscal Years Ended March 28, 2026, March 29, 2025, and March 30, 2024](#CashFlows_162300)\n\n​\n\n60\n\n​\n\n[Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_4)\n\n​\n\n61\n\n​\n\n​\n\n​\n\n54\n\n[Table of Contents](#TOC)\n\n**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\nTo the shareholders and the Board of Directors of Boot Barn Holdings, Inc.\n\n**Opinion on the Financial Statements**\n\nWe 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.\n\nWe 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.\n\n**Basis for Opinion**\n\nThese 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.\n\nWe 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.\n\n**Critical Audit Matter**\n\nThe 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.\n\nInventories— Refer to Note 2 to the financial statements\n\n*Critical Audit Matter Description*\n\nInventories 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\n\n55\n\n[Table of Contents](#TOC)\n\nof 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.\n\nGiven 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.\n\n*How the Critical Audit Matter Was Addressed in the Audit*\n\nOur audit procedures related to the valuation of inventories included the following, among others:\n\n●We tested the effectiveness of controls over the inventory valuation process, including controls over the inputs, such as inventory aging, the historical rate at which merchandise has sold below cost during the average selling cycle, and the value of merchandise currently priced below original cost, that are used in management's estimate.\n\n●We evaluated the appropriateness of management's methods and assumptions used in developing its estimate of the inventory valuation adjustment calculation.\n\n●We evaluated the appropriateness, completeness, and accuracy of the specific inputs supporting management's estimate, including the age of on-hand inventory levels, the historical rate at which merchandise has sold below cost, and the value and nature of merchandise currently priced below original cost.\n\n●We tested the mathematical accuracy of the Company's inventory valuation adjustment calculation.\n\n●We performed a retrospective review of the adjustment rate used in the prior year inventory adjustment calculation compared to current year sales of aged inventories in order to evaluate management's ability to accurately estimate the valuation of inventories.\n\n/s/ DELOITTE & TOUCHE LLP\n\n​\n\nCosta Mesa, California\n\nMay 14, 2026\n\n​\n\nWe have served as the Company's auditor since 2012.\n\n​\n\n56\n\n[Table of Contents](#TOC)\n\n**Boot Barn Holdings, Inc. and Subsidiaries**\n\n**Consolidated Balance Sheet****s**\n\n​\n\n**(In thousands, except per share data)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**March 28,**\n\n**  ​ ​ ​**\n\n**March 29,**\n\n \n\n​\n\n** **\n\n**2026**\n\n​\n\n**2025**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Assets**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCurrent assets:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCash and cash equivalents\n\n​\n\n$\n\n141,036\n\n​\n\n$\n\n69,770\n\n​\n\nAccounts receivable, net\n\n​\n\n \n\n15,264\n\n​\n\n \n\n10,263\n\n​\n\nInventories\n\n​\n\n \n\n844,637\n\n​\n\n \n\n747,191\n\n​\n\nPrepaid expenses and other current assets\n\n​\n\n \n\n33,462\n\n​\n\n \n\n36,736\n\n​\n\nTotal current assets\n\n​\n\n \n\n1,034,399\n\n​\n\n \n\n863,960\n\n​\n\nProperty and equipment, net\n\n​\n\n \n\n514,108\n\n​\n\n \n\n422,079\n\n​\n\nRight-of-use assets, net\n\n​\n\n​\n\n638,425\n\n​\n\n​\n\n469,461\n\n​\n\nGoodwill\n\n​\n\n \n\n197,502\n\n​\n\n \n\n197,502\n\n​\n\nIntangible assets, net\n\n​\n\n \n\n58,981\n\n​\n\n \n\n58,677\n\n​\n\nOther assets\n\n​\n\n \n\n6,660\n\n​\n\n \n\n6,342\n\n​\n\nTotal assets\n\n​\n\n$\n\n2,450,075\n\n​\n\n$\n\n2,018,021\n\n​\n\n**Liabilities and stockholders’ equity**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCurrent liabilities:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nAccounts payable\n\n​\n\n$\n\n142,126\n\n​\n\n$\n\n134,450\n\n​\n\nAccrued expenses and other current liabilities\n\n​\n\n \n\n159,103\n\n​\n\n \n\n146,038\n\n​\n\nShort-term lease liabilities\n\n​\n\n​\n\n89,743\n\n​\n\n​\n\n72,861\n\n​\n\nTotal current liabilities\n\n​\n\n \n\n390,972\n\n​\n\n \n\n353,349\n\n​\n\nDeferred taxes\n\n​\n\n \n\n51,711\n\n​\n\n \n\n39,317\n\n​\n\nLong-term lease liabilities\n\n​\n\n​\n\n683,737\n\n​\n\n​\n\n490,182\n\n​\n\nOther liabilities\n\n​\n\n \n\n4,999\n\n​\n\n \n\n4,116\n\n​\n\nTotal liabilities\n\n​\n\n \n\n1,131,419\n\n​\n\n \n\n886,964\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCommitments and contingencies (Note 11)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nStockholders’ equity:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCommon stock, $0.0001 par value; March 28, 2026 - 100,000 shares authorized, 30,998 shares issued; March 29, 2025 - 100,000 shares authorized, 30,892 shares issued\n\n​\n\n \n\n3\n\n​\n\n \n\n3\n\n​\n\nPreferred stock, $0.0001 par value; 10,000 shares authorized, no shares issued or outstanding\n\n​\n\n \n\n—\n\n​\n\n \n\n—\n\n​\n\nAdditional paid-in capital\n\n​\n\n \n\n263,253\n\n​\n\n \n\n246,725\n\n​\n\nRetained earnings\n\n​\n\n \n\n1,129,848\n\n​\n\n \n\n903,968\n\n​\n\nLess: Common stock held in treasury, at cost, 614 and 298 shares at March 28, 2026 and March 29, 2025, respectively\n\n​\n\n​\n\n(74,448)\n\n​\n\n​\n\n(19,639)\n\n​\n\nTotal stockholders’ equity\n\n​\n\n \n\n1,318,656\n\n​\n\n \n\n1,131,057\n\n​\n\nTotal liabilities and stockholders’ equity\n\n​\n\n$\n\n2,450,075\n\n​\n\n$\n\n2,018,021\n\n​\n\n​\n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n​\n\n57\n\n[Table of Contents](#TOC)\n\n**Boot Barn Holdings, Inc. and Subsidiaries**\n\n**Consolidated Statements of Operation****s**\n\n​\n\n**(In thousands, except per share amounts)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Fiscal Year Ended**\n\n​\n\n​\n\n​\n\n**March 28,**\n\n​\n\n**March 29,**\n\n​\n\n**March 30,**\n\n​\n\n​\n\n** **\n\n**2026**\n\n  ​ ​ ​\n\n**2025**\n\n  ​ ​ ​\n\n**2024**\n\n \n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNet sales\n\n​\n\n$\n\n2,253,859\n\n​\n\n$\n\n1,911,104\n\n​\n\n$\n\n1,667,009\n\n​\n\nCost of goods sold\n\n​\n\n \n\n1,395,504\n\n​\n\n \n\n1,194,066\n\n​\n\n \n\n1,052,585\n\n​\n\nGross profit\n\n​\n\n \n\n858,355\n\n​\n\n \n\n717,038\n\n​\n\n \n\n614,424\n\n​\n\nSelling, general and administrative expenses\n\n​\n\n \n\n559,210\n\n​\n\n \n\n477,686\n\n​\n\n \n\n416,210\n\n​\n\nIncome from operations\n\n​\n\n \n\n299,145\n\n​\n\n \n\n239,352\n\n​\n\n \n\n198,214\n\n​\n\nInterest expense\n\n​\n\n \n\n1,527\n\n​\n\n \n\n1,497\n\n​\n\n \n\n2,238\n\n​\n\nOther income, net\n\n​\n\n​\n\n2,971\n\n​\n\n​\n\n2,262\n\n​\n\n​\n\n1,396\n\n​\n\nIncome before income taxes\n\n​\n\n \n\n300,589\n\n​\n\n \n\n240,117\n\n​\n\n \n\n197,372\n\n​\n\nIncome tax expense\n\n​\n\n \n\n74,709\n\n​\n\n \n\n59,175\n\n​\n\n \n\n50,376\n\n​\n\nNet income\n\n​\n\n$\n\n225,880\n\n​\n\n$\n\n180,942\n\n​\n\n$\n\n146,996\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nEarnings per share:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nBasic\n\n​\n\n$\n\n7.40\n\n​\n\n$\n\n5.93\n\n​\n\n$\n\n4.87\n\n​\n\nDiluted\n\n​\n\n$\n\n7.35\n\n​\n\n$\n\n5.88\n\n​\n\n$\n\n4.80\n\n​\n\nWeighted average shares outstanding:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nBasic\n\n​\n\n \n\n30,505\n\n​\n\n \n\n30,524\n\n​\n\n \n\n30,167\n\n​\n\nDiluted\n\n​\n\n \n\n30,735\n\n​\n\n \n\n30,773\n\n​\n\n \n\n30,611\n\n​\n\n​\n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n​\n\n58\n\n[Table of Contents](#TOC)\n\n**Boot Barn Holdings, Inc. and Subsidiaries**\n\n**Consolidated Statements of Stockholders’ Equit****y**\n\n​\n\n**(In thousands)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Additional**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Common Stock**\n\n​\n\n**Paid-In**\n\n​\n\n**Retained**\n\n​\n\n​\n\n**Treasury Shares**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n**Shares**\n\n  ​ ​ ​\n\n**Amount**\n\n  ​ ​ ​\n\n**Capital**\n\n  ​ ​ ​\n\n**Earnings**\n\n​\n\n​\n\n**Shares**\n\n**  ​ ​ ​**\n\n**Amount**\n\n​\n\n​\n\n**Total**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nBalance at April 1, 2023\n\n​\n\n30,072\n\n​\n\n$\n\n3\n\n​\n\n$\n\n209,964\n\n​\n\n$\n\n576,030\n\n​\n\n​\n\n(192)\n\n​\n\n$\n\n(9,547)\n\n​\n\n​\n\n$\n\n776,450\n\nNet income\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n146,996\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n​\n\n146,996\n\nIssuance of common stock related to stock-based compensation\n\n​\n\n500\n\n​\n\n​\n\n—\n\n​\n\n​\n\n9,737\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n​\n\n9,737\n\nTax withholding for net share settlement\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(36)\n\n​\n\n​\n\n(2,475)\n\n​\n\n​\n\n​\n\n(2,475)\n\nStock-based compensation expense\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n12,935\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n​\n\n12,935\n\nBalance at March 30, 2024\n\n​\n\n30,572\n\n​\n\n$\n\n3\n\n​\n\n$\n\n232,636\n\n​\n\n$\n\n723,026\n\n​\n\n​\n\n(228)\n\n​\n\n$\n\n(12,022)\n\n​\n\n​\n\n$\n\n943,643\n\nNet income\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n180,942\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n​\n\n180,942\n\nIssuance of common stock related to stock-based compensation\n\n​\n\n320\n\n​\n\n​\n\n—\n\n​\n\n​\n\n3,111\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n​\n\n3,111\n\nTax withholding for net share settlement\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(70)\n\n​\n\n​\n\n(7,617)\n\n​\n\n​\n\n​\n\n(7,617)\n\nStock-based compensation expense\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n10,978\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n​\n\n10,978\n\nBalance at March 29, 2025\n\n​\n\n30,892\n\n​\n\n$\n\n3\n\n​\n\n$\n\n246,725\n\n​\n\n$\n\n903,968\n\n​\n\n​\n\n(298)\n\n​\n\n$\n\n(19,639)\n\n​\n\n​\n\n$\n\n1,131,057\n\nNet income\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n225,880\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n​\n\n225,880\n\nIssuance of common stock related to stock-based compensation\n\n​\n\n106\n\n​\n\n​\n\n—\n\n​\n\n​\n\n425\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n​\n\n425\n\nRepurchase of common stock\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(287)\n\n​\n\n​\n\n(50,506)\n\n​\n\n​\n\n​\n\n(50,506)\n\nTax withholding for net share settlement\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(29)\n\n​\n\n​\n\n(4,303)\n\n​\n\n​\n\n​\n\n(4,303)\n\nStock-based compensation expense\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n16,103\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n​\n\n16,103\n\nBalance at March 28, 2026\n\n​\n\n30,998\n\n​\n\n$\n\n3\n\n​\n\n$\n\n263,253\n\n​\n\n$\n\n1,129,848\n\n​\n\n​\n\n(614)\n\n​\n\n$\n\n(74,448)\n\n​\n\n​\n\n$\n\n1,318,656\n\n​\n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n​\n\n59\n\n[Table of Contents](#TOC)\n\n**Boot Barn Holdings, Inc. and Subsidiaries**\n\n**Consolidated Statements of Cash Flow****s**\n\n**(In thousands)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Fiscal Year Ended**\n\n​\n\n​\n\n​\n\n**March 28,**\n\n**  ​ ​ ​**\n\n**March 29,**\n\n**  ​ ​ ​**\n\n**March 30,**\n\n​\n\n​\n\n** **\n\n**2026**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n \n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Cash flows from operating activities**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNet income\n\n​\n\n$\n\n225,880\n\n​\n\n$\n\n180,942\n\n​\n\n$\n\n146,996\n\n​\n\nAdjustments to reconcile net income to net cash provided by operating activities:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDepreciation\n\n​\n\n \n\n78,654\n\n​\n\n \n\n62,462\n\n​\n\n \n\n49,531\n\n​\n\nStock-based compensation\n\n​\n\n \n\n16,103\n\n​\n\n \n\n10,978\n\n​\n\n \n\n12,935\n\n​\n\nAmortization of intangible assets\n\n​\n\n \n\n—\n\n​\n\n \n\n20\n\n​\n\n \n\n54\n\n​\n\nImpairment of intangible assets\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n2,000\n\n​\n\nNoncash lease expense\n\n​\n\n​\n\n80,781\n\n​\n\n​\n\n66,994\n\n​\n\n​\n\n55,148\n\n​\n\nAmortization and write-off of debt issuance fees\n\n​\n\n \n\n108\n\n​\n\n \n\n108\n\n​\n\n \n\n108\n\n​\n\nLoss on disposal of property and equipment\n\n​\n\n \n\n492\n\n​\n\n \n\n299\n\n​\n\n \n\n660\n\n​\n\nDeferred taxes\n\n​\n\n \n\n12,394\n\n​\n\n \n\n(2,716)\n\n​\n\n \n\n8,773\n\n​\n\nChanges in operating assets and liabilities:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nAccounts receivable, net\n\n​\n\n \n\n(4,866)\n\n​\n\n \n\n(240)\n\n​\n\n \n\n3,282\n\n​\n\nInventories\n\n​\n\n \n\n(97,446)\n\n​\n\n \n\n(148,071)\n\n​\n\n \n\n(9,626)\n\n​\n\nPrepaid expenses and other current assets\n\n​\n\n \n\n3,166\n\n​\n\n \n\n7,664\n\n​\n\n \n\n3,515\n\n​\n\nOther assets\n\n​\n\n \n\n(318)\n\n​\n\n \n\n(766)\n\n​\n\n \n\n613\n\n​\n\nAccounts payable\n\n​\n\n \n\n8,159\n\n​\n\n \n\n210\n\n​\n\n \n\n425\n\n​\n\nAccrued expenses and other current liabilities\n\n​\n\n \n\n19,408\n\n​\n\n \n\n17,989\n\n​\n\n \n\n(6,208)\n\n​\n\nOther liabilities\n\n​\n\n \n\n883\n\n​\n\n \n\n311\n\n​\n\n \n\n1,057\n\n​\n\nOperating leases\n\n​\n\n​\n\n(38,495)\n\n​\n\n​\n\n(48,644)\n\n​\n\n​\n\n(33,183)\n\n​\n\nNet cash provided by operating activities\n\n​\n\n$\n\n304,903\n\n​\n\n$\n\n147,540\n\n​\n\n$\n\n236,080\n\n​\n\n**Cash flows from investing activities**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nPurchases of property and equipment\n\n​\n\n​\n\n(178,561)\n\n​\n\n​\n\n(148,293)\n\n​\n\n​\n\n(118,782)\n\n​\n\nPurchases of intangible assets\n\n​\n\n​\n\n(304)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\nProceeds from sale of property and equipment\n\n​\n\n​\n\n60\n\n​\n\n​\n\n55\n\n​\n\n​\n\n—\n\n​\n\nNet cash used in investing activities\n\n​\n\n$\n\n(178,805)\n\n​\n\n$\n\n(148,238)\n\n​\n\n$\n\n(118,782)\n\n​\n\n**Cash flows from financing activities**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nPayments on line of credit - net\n\n​\n\n \n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(66,043)\n\n​\n\nRepayments on debt and finance lease obligations\n\n​\n\n \n\n(948)\n\n​\n\n \n\n(873)\n\n​\n\n \n\n(863)\n\n​\n\nRepurchases of common stock\n\n​\n\n​\n\n(50,006)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\nTax withholding payments for net share settlement\n\n​\n\n​\n\n(4,303)\n\n​\n\n​\n\n(7,617)\n\n​\n\n​\n\n(2,475)\n\n​\n\nProceeds from the exercise of stock options\n\n​\n\n​\n\n425\n\n​\n\n​\n\n3,111\n\n​\n\n​\n\n9,737\n\n​\n\nNet cash used in financing activities\n\n​\n\n$\n\n(54,832)\n\n​\n\n$\n\n(5,379)\n\n​\n\n$\n\n(59,644)\n\n​\n\nNet increase/(decrease) in cash and cash equivalents\n\n​\n\n \n\n71,266\n\n​\n\n​\n\n(6,077)\n\n​\n\n​\n\n57,654\n\n​\n\nCash and cash equivalents, beginning of period\n\n​\n\n \n\n69,770\n\n​\n\n \n\n75,847\n\n​\n\n \n\n18,193\n\n​\n\nCash and cash equivalents, end of period\n\n​\n\n$\n\n141,036\n\n​\n\n$\n\n69,770\n\n​\n\n$\n\n75,847\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Supplemental disclosures of cash flow information:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCash paid for income taxes, net of refunds\n\n​\n\n$\n\n62,034\n\n​\n\n$\n\n59,929\n\n​\n\n$\n\n57,157\n\n​\n\nCash paid for interest\n\n​\n\n$\n\n1,400\n\n​\n\n$\n\n1,381\n\n​\n\n$\n\n2,385\n\n​\n\n**Supplemental disclosure of non-cash activities:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nUnpaid purchases of property and equipment\n\n​\n\n$\n\n20,551\n\n​\n\n$\n\n29,584\n\n​\n\n$\n\n17,269\n\n​\n\n​\n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n​\n\n60\n\n[Table of Contents](#TOC)\n\n**Boot Barn Holdings, Inc. and Subsidiaries**\n\n​\n\n**Notes to Consolidated Financial Statement****s**\n\n**1. Business Operations**\n\nBoot 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.\n\nThe 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.\n\n**Basis of Presentation**\n\nThe 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.\n\n**Fiscal Year**\n\nThe 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.\n\n**2. Summary of Significant Accounting Policies**\n\n**Comprehensive Income**\n\nThe 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.\n\n**Segment Reporting**\n\nGAAP 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.\n\n61\n\n[Table of Contents](#TOC)\n\n**Use of Estimates**\n\nThe 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.\n\n**Cash and Cash Equivalents**\n\nThe 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.\n\n**Accounts Receivable**\n\nThe 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.\n\n**Inventories**\n\nInventories 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.\n\n**Debt Issuance Costs and Debt Discounts**\n\nDebt 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.\n\nDebt 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.\n\n**Property and Equipment, net**\n\nProperty 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\n\n62\n\n[Table of Contents](#TOC)\n\nmethod 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:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Useful Life**\n\nMachinery and equipment\n\n​\n\n3-5 years\n\nFurniture and fixtures\n\n​\n\n3-7 years\n\nSoftware\n\n​\n\n3-5 years\n\nVehicles\n\n​\n\n3-5 years\n\nLeasehold improvements\n\n​\n\n1-10 years\n\n​\n\n**Goodwill and Indefinite-Lived Intangible Assets**\n\nGoodwill 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.\n\nGAAP 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, as well as the Company’s reporting units. The Company’s operations represent one reporting unit for the purpose of its goodwill impairment analysis.\n\nIf, 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. The Company concluded that there was no impairment of goodwill during fiscal 2026, fiscal 2025, or fiscal 2024.\n\nIntangible 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 $2.0 million.\n\n**Definite-Lived Intangible Assets**\n\nDefinite-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.\n\n**Long-Lived Assets**\n\nLong-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\n\n63\n\n[Table of Contents](#TOC)\n\nnegative 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.\n\n**Stock-Based Compensation**\n\nStock-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.\n\n**Revenue Recognition**\n\nRevenue 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.\n\nRevenue 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.\n\nThe 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\n\n64\n\n[Table of Contents](#TOC)\n\nand was $7.9 million, $6.2 million, and $5.0 million as of March 28, 2026, March 29, 2025, and March 30, 2024, respectively.\n\nThe following table provides a reconciliation of the activity related to the Company’s customer loyalty program:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Customer Loyalty Program**\n\n**  ​ ​ ​**\n\n**Fiscal Year Ended**\n\n​\n\n​\n\n​\n\n**March 28,**\n\n​\n\n**March 29,**\n\n​\n\n**March 30,**\n\n​\n\n**(In thousands)**\n\n**  ​ ​ ​**\n\n**2026**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n \n\nBeginning balance\n\n​\n\n$\n\n6,168\n\n​\n\n$\n\n5,050\n\n​\n\n$\n\n4,145\n\n​\n\nCurrent year provisions\n\n​\n\n \n\n26,877\n\n​\n\n \n\n20,149\n\n​\n\n \n\n17,694\n\n​\n\nCurrent year award redemptions\n\n​\n\n \n\n(25,097)\n\n​\n\n \n\n(19,031)\n\n​\n\n \n\n(16,789)\n\n​\n\nEnding balance\n\n​\n\n$\n\n7,948\n\n​\n\n$\n\n6,168\n\n​\n\n$\n\n5,050\n\n​\n\n​\n\nProceeds from the sale of gift cards are deferred until the customers use the cards to acquire merchandise. Gift cards, gift certificates and store credits do not have expiration dates, and unredeemed gift cards, gift certificates and store credits are subject to state escheatment laws. Amounts remaining after escheatment are recognized in net sales in the period escheatment occurs and the liability is considered to be extinguished. Income from the redemption of gift cards and gift card breakage is included in net sales. The following table provides a reconciliation of the activity related to the Company’s gift card program:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Gift Card Program**\n\n**  ​ ​ ​**\n\n**Fiscal Year Ended**\n\n​\n\n​\n\n**March 28,**\n\n​\n\n**March 29,**\n\n​\n\n**March 30,**\n\n**(In thousands)**\n\n**  ​ ​ ​**\n\n**2026**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\nBeginning balance\n\n​\n\n$\n\n28,285\n\n​\n\n$\n\n23,649\n\n​\n\n$\n\n19,855\n\nCurrent year issuances\n\n​\n\n \n\n58,675\n\n​\n\n \n\n50,180\n\n​\n\n \n\n44,193\n\nCurrent year redemptions\n\n​\n\n \n\n(51,347)\n\n​\n\n \n\n(44,581)\n\n​\n\n \n\n(39,533)\n\nCurrent year breakage and escheatment\n\n​\n\n​\n\n(1,035)\n\n​\n\n​\n\n(963)\n\n​\n\n​\n\n(866)\n\nEnding balance\n\n​\n\n$\n\n34,578\n\n​\n\n$\n\n28,285\n\n​\n\n$\n\n23,649\n\n​\n\n**Cost of Goods Sold**\n\nCost 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.\n\n**Store Opening Costs**\n\nStore 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.\n\n**Advertising Costs**\n\nCertain 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\n\n65\n\n[Table of Contents](#TOC)\n\nmillion, $50.5 million, and $44.0 million in advertising costs during fiscal 2026, fiscal 2025, and fiscal 2024, respectively.\n\n**Leases**\n\nThe 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.\n\nLeases 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.\n\n**Income Taxes**\n\nThe 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.\n\nThe 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.\n\nThe 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.\n\n**Per Share Information**\n\nBasic 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.\n\n66\n\n[Table of Contents](#TOC)\n\n**Fair Value of Certain Financial Assets and Liabilities**\n\nThe 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.\n\n●Level 1 uses unadjusted quoted prices that are available in active markets for identical assets or liabilities.\n\n●Level 2 uses inputs other than quoted prices included in Level 1 that are either directly or indirectly observable through correlation with market data. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs to valuation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates, incremental borrowing rates and volatility, can be corroborated by readily observable market data.\n\n●Level 3 uses one or more significant inputs that are unobservable and supported by little or no market activity, and reflect the use of significant management judgment. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques and significant management judgment or estimation. The Company’s Level 3 assets include certain acquired businesses and the evaluation of store impairment.\n\nCash 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.\n\nAlthough 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.\n\n**Concentration of Credit Risk**\n\nFinancial 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.\n\n**Supplier Concentration Risk**\n\nThe 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.\n\n**Recent Accounting Pronouncements**\n\nIn 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\n\n67\n\n[Table of Contents](#TOC)\n\napplied either prospectively or retrospectively. The Company is currently evaluating the impact of adoption on its financial disclosures.\n\n**Recently Adopted Accounting Pronouncements**\n\nIn 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.\n\n​\n\n​\n\n**3. Segment Reporting**\n\nThe 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.\n\nThe 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.\n\nThe following table presents information about our segment revenue, segment profit or loss, and significant expenses (in thousands):\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Fiscal Year Ended**\n\n​\n\n**March 28,**\n\n​\n\n**March 29,**\n\n​\n\n**March 30,**\n\n**(In thousands)**\n\n**2026**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\nNet Sales\n\n$\n\n2,253,859\n\n​\n\n$\n\n1,911,104\n\n​\n\n$\n\n1,667,009\n\nLess:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nMerchandise cost of goods sold1\n\n​\n\n1,106,636\n\n​\n\n​\n\n954,476\n\n​\n\n​\n\n854,128\n\nBuying, occupancy, and distribution center expenses2\n\n​\n\n288,868\n\n​\n\n​\n\n239,590\n\n​\n\n​\n\n198,457\n\nGross profit\n\n​\n\n858,355\n\n​\n\n​\n\n717,038\n\n​\n\n​\n\n614,424\n\nSelling expenses3\n\n​\n\n418,962\n\n​\n\n​\n\n349,649\n\n​\n\n​\n\n303,555\n\nOther general and administrative expenses4\n\n​\n\n140,248\n\n​\n\n​\n\n128,037\n\n​\n\n​\n\n112,655\n\nIncome from operations\n\n​\n\n299,145\n\n​\n\n​\n\n239,352\n\n​\n\n​\n\n198,214\n\nOther segment expenses5\n\n​\n\n73,265\n\n​\n\n​\n\n58,410\n\n​\n\n​\n\n51,218\n\nNet income\n\n$\n\n225,880\n\n​\n\n$\n\n180,942\n\n​\n\n$\n\n146,996\n\n1 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.\n\n2 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*.\n\n3 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.\n\n4 Includes corporate compensation and benefits, travel expenses, corporate occupancy costs, stock compensation costs, legal and professional fees, insurance, and other related corporate costs.\n\n5 Includes interest expense, other income, and income tax expense.\n\n68\n\n[Table of Contents](#TOC)\n\n*Disaggregated Revenue*\n\nThe Company disaggregates net sales into the following major merchandise categories:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**Fiscal Year Ended**\n\n**% of Net Sales**\n\n**  ​ ​ ​**\n\n​\n\n**March 28, 2026**\n\n​\n\n**March 29, 2025**\n\n​\n\n**March 30, 2024**\n\nFootwear\n\n**  ​ ​ ​**\n\n​\n\n46%\n\n​\n\n47%\n\n​\n\n47%\n\nApparel\n\n​\n\n​\n\n37%\n\n​\n\n37%\n\n​\n\n36%\n\nHats, accessories and other\n\n​\n\n​\n\n17%\n\n​\n\n16%\n\n​\n\n17%\n\nTotal\n\n​\n\n​\n\n100%\n\n​\n\n100%\n\n​\n\n100%\n\nThe Company also disaggregates net sales between stores and e-commerce:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**Fiscal Year Ended**\n\n**% of Net Sales**\n\n**  ​ ​ ​**\n\n​\n\n**March 28, 2026**\n\n​\n\n**March 29, 2025**\n\n​\n\n**March 30, 2024**\n\nStores\n\n**  ​ ​ ​**\n\n​\n\n90%\n\n​\n\n90%\n\n​\n\n89%\n\nE-commerce\n\n​\n\n​\n\n10%\n\n​\n\n10%\n\n​\n\n11%\n\nTotal\n\n​\n\n​\n\n100%\n\n​\n\n100%\n\n​\n\n100%\n\n​\n\n*Geographic Information*\n\nApproximately 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.\n\n**4. Prepaid Expenses and Other Current Assets**\n\nPrepaid expenses and other current assets consisted of the following (in thousands):\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**March 28,**\n\n**  ​ ​ ​**\n\n**March 29,**\n\n** **\n\n​\n\n**  ​ ​ ​**\n\n**2026**\n\n**  ​ ​ ​**\n\n**2025**\n\n** **\n\nPrepaid advertising\n\n​\n\n$\n\n4,935\n\n​\n\n$\n\n2,223\n\n​\n\nPrepaid insurance\n\n​\n\n \n\n2,942\n\n​\n\n \n\n2,616\n\n​\n\nIncome tax receivable\n\n​\n\n \n\n8,158\n\n​\n\n \n\n8,401\n\n​\n\nReturns allowance\n\n​\n\n​\n\n4,283\n\n​\n\n​\n\n3,948\n\n​\n\nPrepaid merchandise\n\n​\n\n​\n\n6,009\n\n​\n\n​\n\n12,000\n\n​\n\nOther\n\n​\n\n \n\n7,135\n\n​\n\n \n\n7,548\n\n​\n\nTotal prepaid expenses and other current assets\n\n​\n\n$\n\n33,462\n\n​\n\n$\n\n36,736\n\n​\n\n​\n\n​\n\n**5. Property and Equipment, Net**\n\nProperty and equipment, net, consisted of the following (in thousands):\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**March 28,**\n\n**  ​ ​ ​**\n\n**March 29,**\n\n** **\n\n​\n\n**  ​ ​ ​**\n\n**2026**\n\n**  ​ ​ ​**\n\n**2025**\n\n** **\n\nLeasehold improvements\n\n​\n\n$\n\n377,211\n\n​\n\n$\n\n279,683\n\n​\n\nMachinery and equipment\n\n​\n\n \n\n109,932\n\n​\n\n \n\n86,812\n\n​\n\nFurniture and fixtures\n\n​\n\n \n\n288,243\n\n​\n\n \n\n232,842\n\n​\n\nConstruction in progress\n\n​\n\n \n\n53,046\n\n​\n\n \n\n65,280\n\n​\n\nVehicles\n\n​\n\n \n\n4,942\n\n​\n\n \n\n3,936\n\n​\n\n​\n\n​\n\n \n\n833,374\n\n​\n\n \n\n668,553\n\n​\n\nLess: Accumulated depreciation\n\n​\n\n \n\n(319,266)\n\n​\n\n \n\n(246,474)\n\n​\n\nProperty and equipment, net\n\n​\n\n$\n\n514,108\n\n​\n\n$\n\n422,079\n\n​\n\n​\n\n69\n\n[Table of Contents](#TOC)\n\nDepreciation expense was $78.7 million, $62.5 million, and $49.5 million for fiscal 2026, fiscal 2025, and fiscal 2024, respectively.\n\n**6. Goodwill and Intangible Assets, Net**\n\nThe 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.\n\nAs 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.\n\nAs 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.\n\nThe 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 $7.2 million as of March 28, 2026.\n\n**7. Accrued Expenses and Other Current Liabilities**\n\nAccrued expenses and other current liabilities consisted of the following (in thousands):\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**March 28,**\n\n**  ​ ​ ​**\n\n**March 29,**\n\n** **\n\n​\n\n**  ​ ​ ​**\n\n**2026**\n\n**  ​ ​ ​**\n\n**2025**\n\n** **\n\nAccrued compensation\n\n​\n\n$\n\n35,565\n\n​\n\n$\n\n33,188\n\n​\n\nDeferred revenue\n\n​\n\n \n\n37,314\n\n​\n\n \n\n30,718\n\n​\n\nSales tax liability\n\n​\n\n \n\n18,381\n\n​\n\n \n\n16,044\n\n​\n\nAccrued occupancy expense\n\n​\n\n​\n\n5,962\n\n​\n\n​\n\n4,695\n\n​\n\nAccrued interest\n\n​\n\n \n\n167\n\n​\n\n \n\n158\n\n​\n\nSales reward redemption liability\n\n​\n\n \n\n7,948\n\n​\n\n \n\n6,168\n\n​\n\nAccrued expenses\n\n​\n\n​\n\n22,208\n\n​\n\n​\n\n18,613\n\n​\n\nAccrued property and equipment\n\n​\n\n​\n\n13,685\n\n​\n\n​\n\n22,402\n\n​\n\nSales returns reserve\n\n​\n\n​\n\n9,681\n\n​\n\n​\n\n8,786\n\n​\n\nOther\n\n​\n\n \n\n8,192\n\n​\n\n \n\n5,266\n\n​\n\nTotal accrued expenses and other current liabilities\n\n​\n\n$\n\n159,103\n\n​\n\n$\n\n146,038\n\n​\n\n​\n\n​\n\n**8****. Revolving Credit Facility and Long-Term Debt**\n\nThe 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.\n\nRevolving 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\n\n70\n\n[Table of Contents](#TOC)\n\neach 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.\n\nThe 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.\n\nThe 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%.\n\nAll 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.\n\nThe 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.\n\nAs of March 28, 2026, the Company was in compliance with the Wells Fargo Revolver debt covenants.\n\n**Debt Issuance Costs**\n\nDebt 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.\n\nTotal 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.\n\n​\n\n**9. Share Repurchase Program**\n\nIn May 2025, the Company’s Board of Directors (the “Board”) authorized the Company to repurchase up to $200 million of its common stock (the “Repurchase Program”). Repurchases under the Repurchase Program may be made through a variety of methods, which could include open market purchases, which may or may not be pursuant to Rule 10b5-1 trading plans, privately negotiated transactions, block trades, accelerated share repurchase plans, or any combination of such methods. The timing and amount of shares repurchased will depend on the stock price, business and market conditions, corporate and regulatory requirements, alternative investment opportunities, acquisition opportunities, and other factors. The Company is not obligated to repurchase any specific amount of shares of common stock. The Repurchase Program does not have an expiration date and may be amended or terminated by the Board at any time without prior notice.\n\n71\n\n[Table of Contents](#TOC)\n\nA summary of share repurchase activity is presented in the following table:\n\n​\n\n​\n\n​\n\n​\n\n**Fiscal Year Ended**\n\n​\n\n**March 28,**\n\n**(dollars in thousands)**\n\n**2026**\n\nShares repurchased\n\n​\n\n286,504\n\nTotal cost of shares repurchased (excluding excise tax)\n\n$\n\n50,006\n\n​\n\nDuring fiscal 2025 and fiscal 2024 there was not an authorized repurchase program, and no shares were repurchased.\n\n**10. Stock-Based Compensation**\n\n**Equity Incentive Plans**\n\nOn 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.\n\nOn 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.\n\n**Stock Options**\n\nDuring fiscal 2026, fiscal 2025, and fiscal 2024 the Company did not grant options to purchase shares.\n\n72\n\n[Table of Contents](#TOC)\n\nThe following table summarizes the stock option award activity for the fiscal year ended March 28, 2026:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Weighted**\n\n**  ​ ​ ​**\n\n​\n\n​\n\n** **\n\n​\n\n​\n\n​\n\n​\n\n**Grant Date**\n\n​\n\n**Average**\n\n​\n\n​\n\n​\n\n** **\n\n​\n\n​\n\n​\n\n​\n\n**Weighted**\n\n​\n\n**Remaining**\n\n​\n\n**Aggregate**\n\n** **\n\n​\n\n​\n\n**Stock**\n\n​\n\n**Average**\n\n​\n\n**Contractual**\n\n​\n\n**Intrinsic**\n\n** **\n\n​\n\n**  ​ ​ ​**\n\n**Options**\n\n**  ​ ​ ​**\n\n**Exercise Price**\n\n**  ​ ​ ​**\n\n**Life (in Years)**\n\n**  ​ ​ ​**\n\n**Value** (1)\n\n** **\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**(in thousands)**\n\n​\n\nOutstanding at March 29, 2025\n\n \n\n124,438\n\n​\n\n$\n\n24.26\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nGranted\n\n \n\n—\n\n​\n\n$\n\n—\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nExercised\n\n​\n\n(17,421)\n\n​\n\n$\n\n24.31\n\n​\n\n​\n\n​\n\n$\n\n2,816\n\n​\n\nCancelled, forfeited or expired\n\n \n\n(299)\n\n​\n\n$\n\n23.92\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nOutstanding at March 28, 2026\n\n \n\n106,718\n\n​\n\n$\n\n24.26\n\n \n\n3.4\n\n​\n\n$\n\n13,337\n\n​\n\nVested and expected to vest after March 28, 2026\n\n \n\n106,718\n\n​\n\n$\n\n24.26\n\n \n\n3.4\n\n​\n\n$\n\n13,337\n\n​\n\nExercisable at March 28, 2026\n\n \n\n106,718\n\n​\n\n$\n\n24.26\n\n \n\n3.4\n\n​\n\n$\n\n13,337\n\n​\n\n(1)Intrinsic value for stock options is defined as the difference between the market price of the Company’s common stock on the last business day of the fiscal year and the weighted average exercise price of the in-the-money stock options outstanding at the end of each fiscal period.\n\nThe 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.\n\n**Restricted Stock Units**\n\nDuring 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 $8.6 million, respectively, and were initially measured using the Company’s closing stock price on the grant date. The Company is recognizing the expense relating to these awards on a straight-line basis over the service period of each award (subject to certain exceptions), commencing on the date of grant.\n\nA summary of the status of non-vested RSUs as of March 28, 2026 and changes during fiscal 2026 is presented below:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Weighted-**\n\n​\n\n​\n\n​\n\n​\n\n**Average**\n\n​\n\n​\n\n​\n\n​\n\n**Grant Date**\n\n​\n\n**  ​ ​ ​**\n\n**Shares**\n\n**  ​ ​ ​**\n\n**Fair Value**\n\nNon-vested awards outstanding at March 29, 2025\n\n \n\n172,191\n\n​\n\n$\n\n93.10\n\nGranted\n\n \n\n83,186\n\n​\n\n$\n\n158.13\n\nVested\n\n​\n\n(88,109)\n\n​\n\n$\n\n87.28\n\nForfeited\n\n \n\n(6,706)\n\n​\n\n$\n\n122.41\n\nNon-vested awards outstanding at March 28, 2026\n\n \n\n160,562\n\n​\n\n$\n\n128.94\n\n​\n\nThe total fair value of RSUs vested during fiscal 2026 was $13.3 million.\n\n73\n\n[Table of Contents](#TOC)\n\n**Performance Share Units**\n\nDuring fiscal 2026, fiscal 2025 and fiscal 2024, the Company granted 46,231, 61,530 and 112,740 performance share units (“PSUs”), respectively, to various employees under the 2020 Plan with grant date fair values of $7.2 million, $6.9 million and $7.3 million, respectively. PSUs are stock-based awards in which the number of shares ultimately received depends on the Company’s performance against its cumulative earnings per share target over a three-year performance period. The performance periods for PSUs granted during: (i) 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.\n\nThe 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.\n\nThe 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.\n\nA summary of the status of non-vested PSUs as of March 28, 2026 and changes during fiscal 2026 is presented below:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Weighted-**\n\n​\n\n​\n\n​\n\n​\n\n**Average**\n\n​\n\n​\n\n​\n\n​\n\n**Grant Date**\n\n​\n\n**  ​ ​ ​**\n\n**Shares**\n\n**  ​ ​ ​**\n\n**Fair Value**\n\nNon-vested awards outstanding at March 29, 2025\n\n \n\n139,070\n\n​\n\n$\n\n82.98\n\nGranted\n\n \n\n46,231\n\n​\n\n$\n\n156.71\n\nTarget Award Adjustment(1)\n\n​\n\n(33,694)\n\n​\n\n$\n\n86.96\n\nVested\n\n​\n\n—\n\n​\n\n$\n\n—\n\nForfeited\n\n \n\n(8,566)\n\n​\n\n$\n\n96.56\n\nNon-vested awards outstanding at March 28, 2026\n\n \n\n143,041\n\n​\n\n$\n\n105.06\n\n(1)Represents the adjustment to reflect the number of PSUs ultimately earned based on achievement of performance metrics.\n\nNo PSUs vested during fiscal 2026 as the applicable performance conditions were not achieved.\n\n74\n\n[Table of Contents](#TOC)\n\n**Stock-Based Compensation Expense**\n\nA summary of stock-based compensation expense by award-type is presented below:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Fiscal Year Ended**\n\n​\n\n**March 28,**\n\n​\n\n**March 29,**\n\n​\n\n**March 30,**\n\n**(in thousands)**\n\n**2026**\n\n**  ​ ​ ​**\n\n**2025**(1)\n\n**  ​ ​ ​**\n\n**2024**\n\nStock options\n\n$\n\n-\n\n​\n\n$\n\n(2,436)\n\n​\n\n$\n\n1,817\n\nRestricted stock units\n\n​\n\n8,573\n\n​\n\n​\n\n7,991\n\n​\n\n​\n\n7,203\n\nPerformance share units\n\n​\n\n7,530\n\n​\n\n​\n\n5,422\n\n​\n\n​\n\n3,915\n\nTotal stock-based compensation expense, before tax\n\n​\n\n16,103\n\n​\n\n​\n\n10,977\n\n​\n\n​\n\n12,935\n\nIncome tax benefit\n\n​\n\n(2,832)\n\n​\n\n​\n\n(3,654)\n\n​\n\n​\n\n(2,686)\n\nTotal stock-based-compensation expense, after tax\n\n$\n\n13,271\n\n​\n\n$\n\n7,323\n\n​\n\n$\n\n10,249\n\n(1)During fiscal 2025, the Company’s former Chief Executive Officer (“CEO”) resigned and forfeited all of his unvested equity awards. This resulted in a net reversal of stock-based compensation expense of $6.0 million associated with the former CEO’s unvested equity awards during fiscal 2025.\n\nStock-based compensation expense of $3.6 million, $4.3 million, and $2.4 million was recorded in cost of goods sold in the consolidated statements of operations for fiscal 2026, fiscal 2025, and fiscal 2024, respectively. All other stock-based compensation expense is included in selling, general and administrative expenses in the consolidated statements of operations.\n\nA summary of unamortized stock-based compensation expense and the weighted-average remaining recognition period of awards granted under the Company’s stock-based compensation plans as of March 28, 2026 is presented below:\n\n​\n\n​\n\n​\n\n​\n\n**(in thousands, except for periods)**\n\n​\n\n**March 28, 2026**\n\nRSUs\n\n​\n\n​\n\n​\n\nUnamortized compensation expense for RSUs\n\n​\n\n$\n\n11,071\n\nWeighted-average remaining recognition period (in years)\n\n​\n\n \n\n1.82\n\n​\n\n​\n\n​\n\n​\n\nPSUs\n\n​\n\n​\n\n​\n\nUnamortized compensation expense for PSUs\n\n​\n\n$\n\n11,125\n\nWeighted-average remaining recognition period (in years)\n\n​\n\n \n\n1.92\n\n​\n\n​\n\n​\n\n**11. Commitments and Contingencies**\n\nThe Company is involved, from time to time, in litigation that is incidental to its business. The Company has reviewed these matters to determine if reserves are required for losses that are probable and reasonable to estimate in accordance with FASB ASC Topic 450, *Contingencies*. The Company evaluates such reserves, if any, based upon several criteria, including the merits of each claim, settlement discussions and advice from outside legal counsel, as well as indemnification of amounts expended by the Company’s insurers or others, if any.\n\nThe Company is also subject to certain other pending or threatened litigation matters incidental to its business. In management’s opinion, none of these legal matters, individually or in the aggregate, will have a material effect on the Company’s financial position, results of operations, or liquidity.\n\n75\n\n[Table of Contents](#TOC)\n\nDuring the normal course of its business, the Company has made certain indemnifications and commitments under which the Company may be required to make payments for certain transactions. These indemnifications include those given to various lessors in connection with facility leases for certain claims arising from such facility leases, and indemnifications to directors and officers of the Company to the maximum extent permitted under the laws of the State of Delaware. The majority of these indemnifications and commitments do not provide for any limitation of the maximum potential future payments the Company could be obligated to make, and their duration may be indefinite. The Company has not recorded any liability for these indemnifications and commitments in the consolidated balance sheets as the impact is expected to be immaterial.\n\n**12. Leases**\n\nThe Company does not own any real estate. Instead, most of its retail store locations are occupied under operating leases. The store leases generally have a base lease term of five or 10 years, with one or more renewal periods of five years, on average, exercisable at the Company’s option. The Company is generally responsible for the payment of property taxes and insurance, utilities and common area maintenance fees. Some leases also require additional payments based on percentage of sales. Lease terms include the non-cancellable portion of the underlying leases along with any reasonably certain lease periods associated with available renewal periods, termination options and purchase options.\n\nROU assets are tested for impairment in the same manner as long-lived assets. During fiscal 2026, fiscal 2025 and fiscal 2024, the Company did not record ROU asset impairment charges related to its stores.\n\nROU assets and lease liabilities as of March 28, 2026 and March 29, 2025 consisted of the following (in thousands):\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Balance Sheet Classification**\n\n​\n\n**March 28, 2026**\n\n​\n\n**March 29, 2025**\n\n**Assets**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nFinance\n\n​\n\nRight-of-use assets, net\n\n​\n\n$\n\n7,042\n\n​\n\n$\n\n7,789\n\nOperating\n\n​\n\nRight-of-use assets, net\n\n​\n\n \n\n631,383\n\n​\n\n \n\n461,672\n\nTotal lease assets\n\n​\n\n​\n\n​\n\n$\n\n638,425\n\n​\n\n$\n\n469,461\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Liabilities**\n\n​\n\n​\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n**Current**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nFinance\n\n​\n\nShort-term lease liabilities\n\n​\n\n$\n\n1,027\n\n​\n\n$\n\n948\n\nOperating\n\n​\n\nShort-term lease liabilities\n\n​\n\n​\n\n88,716\n\n​\n\n​\n\n71,913\n\nTotal short-term lease liabilities\n\n​\n\n​\n\n​\n\n$\n\n89,743\n\n​\n\n$\n\n72,861\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Non-Current**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nFinance\n\n​\n\nLong-term lease liabilities\n\n​\n\n$\n\n12,453\n\n​\n\n$\n\n13,480\n\nOperating\n\n​\n\nLong-term lease liabilities\n\n​\n\n​\n\n671,284\n\n​\n\n​\n\n476,702\n\nTotal long-term lease liabilities\n\n​\n\n​\n\n​\n\n$\n\n683,737\n\n​\n\n$\n\n490,182\n\nTotal lease liabilities\n\n​\n\n​\n\n​\n\n$\n\n773,480\n\n​\n\n$\n\n563,043\n\n​\n\n76\n\n[Table of Contents](#TOC)\n\nTotal lease costs for each of fiscal 2026, fiscal 2025 and fiscal 2024 were:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Fiscal Year Ended**\n\n**(in thousands)**\n\n**  ​**\n\n**March 28, 2026**\n\n​\n\n**March 29, 2025**\n\n​\n\n**March 30, 2024**\n\nFinance lease cost\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nAmortization of right-of-use assets\n\n​\n\n$\n\n748\n\n​\n\n$\n\n748\n\n​\n\n$\n\n805\n\nInterest on lease liabilities\n\n​\n\n​\n\n595\n\n​\n\n​\n\n634\n\n​\n\n​\n\n672\n\nTotal finance lease cost\n\n​\n\n$\n\n1,343\n\n​\n\n$\n\n1,382\n\n​\n\n$\n\n1,477\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nOperating lease cost\n\n​\n\n$\n\n112,063\n\n​\n\n$\n\n91,599\n\n​\n\n$\n\n73,577\n\nShort-term lease cost\n\n​\n\n​\n\n5,024\n\n​\n\n​\n\n4,539\n\n​\n\n​\n\n4,403\n\nVariable lease cost\n\n​\n\n​\n\n36,817\n\n​\n\n​\n\n31,433\n\n​\n\n​\n\n23,920\n\nTotal lease cost\n\n​\n\n$\n\n155,247\n\n​\n\n$\n\n128,953\n\n​\n\n$\n\n103,377\n\n​\n\nThe following table summarizes future lease payments as of March 28, 2026:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Operating Leases**\n\n​\n\n**Finance Leases**\n\n**Fiscal Year**\n\n​\n\n**(in thousands)**\n\n​\n\n**(in thousands)**\n\n2027\n\n​\n\n$\n\n107,488\n\n​\n\n$\n\n1,590\n\n2028\n\n​\n\n \n\n132,344\n\n​\n\n \n\n1,629\n\n2029\n\n​\n\n \n\n125,558\n\n​\n\n \n\n1,669\n\n2030\n\n​\n\n​\n\n117,566\n\n​\n\n​\n\n1,709\n\n2031\n\n​\n\n​\n\n108,955\n\n​\n\n​\n\n1,751\n\nThereafter\n\n​\n\n \n\n358,534\n\n​\n\n \n\n7,766\n\nTotal\n\n​\n\n​\n\n950,445\n\n​\n\n​\n\n16,114\n\nLess: Imputed interest\n\n​\n\n​\n\n(190,445)\n\n​\n\n​\n\n(2,634)\n\nPresent value of net lease payments\n\n​\n\n$\n\n760,000\n\n​\n\n$\n\n13,480\n\n​\n\nAs of March 28, 2026, the Company’s minimum lease commitment for operating leases signed but not yet commenced was $152.3 million.\n\nThe following table includes supplemental lease information:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Fiscal Year Ended**\n\n​\n\n**Supplemental Cash Flow Information (dollars in thousands)**\n\n​\n\n**March 28, 2026**\n\n​\n\n**March 29, 2025**\n\n​\n\nCash paid for amounts included in the measurement of lease liabilities\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nOperating cash flows from operating leases\n\n​\n\n$\n\n128,628\n\n​\n\n$\n\n99,782\n\n​\n\nOperating cash flows from finance leases\n\n​\n\n \n\n585\n\n​\n\n \n\n624\n\n​\n\nFinancing cash flows from finance leases\n\n​\n\n​\n\n967\n\n​\n\n​\n\n891\n\n​\n\n​\n\n​\n\n$\n\n130,180\n\n​\n\n$\n\n101,297\n\n​\n\nLease liabilities arising from new right-of-use assets\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nOperating leases\n\n​\n\n$\n\n247,258\n\n​\n\n$\n\n145,954\n\n​\n\nFinance leases\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nWeighted average remaining lease term (in years)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nOperating leases\n\n​\n\n​\n\n7.9\n\n​\n\n​\n\n7.8\n\n​\n\nFinance leases\n\n​\n\n​\n\n9.4\n\n​\n\n​\n\n10.4\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nWeighted average discount rate\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nOperating leases\n\n​\n\n​\n\n5.4\n\n%\n\n​\n\n5.2\n\n%\n\nFinance leases\n\n​\n\n​\n\n10.9\n\n%\n\n​\n\n10.9\n\n%\n\n​\n\n​\n\n77\n\n[Table of Contents](#TOC)\n\n**13. Defined Contribution Plan**\n\nThe Boot Barn 401(k) Plan (the “401(k) Plan”) is a qualified plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (“IRC”). The 401(k) Plan provides a matching contribution for all employees that work a minimum of 1,000 hours per year. Contributions to the plan are based on certain criteria as defined in the agreement governing the 401(k) Plan. Participating employees are allowed to contribute up to the statutory maximum set by the Internal Revenue Service. The Company provides a safe harbor matching contribution that matches 100% of employee contributions up to 3% of their respective wages and then 50% of further contributions up to 5% of their respective wages. Contributions to the plan and charges to selling, general and administrative expenses were $3.1 million, $2.5 million, and $2.3 million for fiscal 2026, fiscal 2025, and fiscal 2024, respectively.\n\n​\n\n**14. Income Taxes**\n\nIncome tax expense consisted of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Fiscal Year Ended**\n\n​\n\n​\n\n​\n\n**March 28,**\n\n​\n\n**March 29,**\n\n​\n\n**March 30,**\n\n​\n\n**(in thousands)**\n\n**  ​ ​ ​**\n\n**2026**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n** **\n\nCurrent:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nFederal\n\n​\n\n$\n\n47,567\n\n​\n\n$\n\n49,527\n\n​\n\n$\n\n32,160\n\n​\n\nState\n\n​\n\n \n\n14,748\n\n​\n\n \n\n12,365\n\n​\n\n \n\n9,442\n\n​\n\nForeign\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\nTotal current\n\n​\n\n \n\n62,315\n\n​\n\n \n\n61,892\n\n​\n\n \n\n41,602\n\n​\n\nDeferred:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nFederal\n\n​\n\n \n\n13,116\n\n​\n\n \n\n(2,607)\n\n​\n\n \n\n5,774\n\n​\n\nState\n\n​\n\n \n\n(722)\n\n​\n\n \n\n(110)\n\n​\n\n \n\n3,000\n\n​\n\nForeign\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\nTotal deferred\n\n​\n\n \n\n12,394\n\n​\n\n \n\n(2,717)\n\n​\n\n \n\n8,774\n\n​\n\nTotal income tax expense\n\n​\n\n$\n\n74,709\n\n​\n\n$\n\n59,175\n\n​\n\n$\n\n50,376\n\n​\n\n​\n\nThe reconciliation between the Company’s effective tax rate on income from operations and the statutory tax rate is as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Fiscal Year Ended**\n\n​\n\n**March 28,**\n\n​\n\n**March 29,**\n\n​\n\n**March 30,**\n\n**(dollars in thousands)**\n\n**2026**\n\n​\n\n**2025**\n\n​\n\n**2024**\n\nIncome taxes at statutory federal rate\n\n$\n\n63,124\n\n​\n\n21.0\n\n%  \n\n​\n\n$\n\n50,424\n\n​\n\n21.0\n\n%  \n\n​\n\n$\n\n41,448\n\n​\n\n21.0\n\n%  \n\nState and local taxes, net of federal income tax effect (1)\n\n \n\n11,082\n\n​\n\n3.7\n\n​\n\n​\n\n \n\n9,681\n\n​\n\n4.0\n\n​\n\n​\n\n \n\n9,759\n\n​\n\n4.9\n\n​\n\nForeign tax effects\n\n \n\n—\n\n​\n\n—\n\n​\n\n​\n\n \n\n—\n\n​\n\n—\n\n​\n\n​\n\n \n\n—\n\n​\n\n—\n\n​\n\nTax credits\n\n \n\n(727)\n\n​\n\n(0.2)\n\n​\n\n​\n\n \n\n(788)\n\n​\n\n(0.3)\n\n​\n\n​\n\n \n\n(297)\n\n​\n\n(0.2)\n\n​\n\nNontaxable or nondeductible items\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nExcess tax benefit of stock-based compensation\n\n \n\n(1,428)\n\n​\n\n(0.5)\n\n​\n\n​\n\n \n\n(1,502)\n\n​\n\n(0.6)\n\n​\n\n​\n\n \n\n(1,387)\n\n​\n\n(0.7)\n\n​\n\nIRC Section 162(m)\n\n​\n\n1,755\n\n​\n\n0.6\n\n​\n\n​\n\n​\n\n1,000\n\n​\n\n0.4\n\n​\n\n​\n\n​\n\n1,484\n\n​\n\n0.8\n\n​\n\nOther\n\n​\n\n422\n\n​\n\n0.1\n\n​\n\n​\n\n​\n\n298\n\n​\n\n0.1\n\n​\n\n​\n\n​\n\n270\n\n​\n\n0.1\n\n​\n\nOther adjustments\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nOther\n\n​\n\n481\n\n​\n\n0.2\n\n​\n\n​\n\n​\n\n62\n\n​\n\n—\n\n​\n\n​\n\n​\n\n(901)\n\n​\n\n(0.5)\n\n​\n\nProvision for income taxes\n\n$\n\n74,709\n\n​\n\n24.9\n\n%  \n\n​\n\n$\n\n59,175\n\n​\n\n24.6\n\n%  \n\n​\n\n$\n\n50,376\n\n​\n\n25.4\n\n%  \n\n​\n\n(1)For each respective fiscal year, state taxes in the following states contributed to the majority of the tax effect in this category:\n\n2026: California, Texas, Tennessee, and Arizona\n\n2025: California, Kansas, and Texas\n\n2024: California, Tennessee, and Texas\n\n78\n\n[Table of Contents](#TOC)\n\nDifferences between the effective tax rate and the statutory rate relate primarily to excess tax benefits due to income tax accounting for stock-based compensation, IRC Section 162(m) and state taxes.\n\nThe amount of cash paid for income taxes by the Company, net of refunds, is as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Fiscal Year Ended**\n\n​\n\n​\n\n**March 28,**\n\n​\n\n**March 29,**\n\n​\n\n**March 30,**\n\n**(in thousands)**\n\n**  ​ ​ ​**\n\n**2026**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\nFederal\n\n​\n\n$\n\n47,000\n\n​\n\n$\n\n49,000\n\n​\n\n$\n\n43,790\n\nState\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\nCalifornia\n\n​\n\n​\n\n5,873\n\n​\n\n​\n\n4,458\n\n​\n\n​\n\n6,955\n\nOther states\n\n​\n\n​\n\n9,161\n\n​\n\n​\n\n6,471\n\n​\n\n​\n\n6,412\n\nForeign\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nTotal\n\n​\n\n$\n\n62,034\n\n​\n\n$\n\n59,929\n\n​\n\n$\n\n57,157\n\n​\n\nDeferred taxes reflect the net tax effects of the temporary differences between the carrying amount of assets and liabilities for financial reporting and the amount used for income tax purposes. Significant components of the Company’s net deferred tax liabilities as of March 28, 2026 and March 29, 2025 consisted of the following (in thousands):\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**March 28**\n\n**  ​ ​ ​**\n\n**March 29,**\n\n** **\n\n​\n\n**  ​ ​ ​**\n\n**2026**\n\n**  ​ ​ ​**\n\n**2025**\n\n** **\n\nDeferred tax assets:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nState taxes\n\n​\n\n$\n\n1,433\n\n​\n\n$\n\n1,150\n\n​\n\nAccrued liabilities\n\n​\n\n \n\n3,856\n\n​\n\n \n\n2,698\n\n​\n\nAward program liabilities\n\n​\n\n \n\n977\n\n​\n\n \n\n765\n\n​\n\nDeferred revenue\n\n​\n\n \n\n4,417\n\n​\n\n \n\n3,610\n\n​\n\nInventories\n\n​\n\n \n\n9,684\n\n​\n\n \n\n8,265\n\n​\n\nStock options\n\n​\n\n \n\n3,922\n\n​\n\n \n\n3,034\n\n​\n\nLease liabilities\n\n​\n\n​\n\n187,837\n\n​\n\n​\n\n135,892\n\n​\n\nOther, net\n\n​\n\n \n\n3,546\n\n​\n\n \n\n2,668\n\n​\n\nTotal deferred tax assets\n\n​\n\n \n\n215,672\n\n​\n\n \n\n158,082\n\n​\n\nDeferred tax liabilities:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDepreciation and amortization\n\n​\n\n \n\n(107,758)\n\n​\n\n \n\n(80,532)\n\n​\n\nPrepaid expenses\n\n​\n\n \n\n(1,956)\n\n​\n\n \n\n(887)\n\n​\n\nRight-of-use assets\n\n​\n\n​\n\n(157,669)\n\n​\n\n​\n\n(115,980)\n\n​\n\nTotal deferred tax liabilities\n\n​\n\n \n\n(267,383)\n\n​\n\n \n\n(197,399)\n\n​\n\nValuation allowance\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\nNet deferred tax liabilities\n\n​\n\n$\n\n(51,711)\n\n​\n\n$\n\n(39,317)\n\n​\n\n​\n\n​\n\nAs of March 28, 2026, the Company had no net operating loss carryforwards for federal and state tax purposes.\n\nValuation allowances are established, when necessary, to reduce deferred income tax assets to the amounts expected to be realized. To this end, the Company has considered and evaluated its sources of taxable income, including forecasted future taxable income, and the Company has concluded that a valuation allowance is not necessary as of March 28, 2026 and March 29, 2025.\n\nThe Company applies ASC 740, which contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments. At March 28, 2026 and March 29, 2025, no material amounts were recorded for any uncertain tax positions.\n\n79\n\n[Table of Contents](#TOC)\n\nThe Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. To the extent that accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision in the period that such determination is made. The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits as of March 28, 2026 and March 29, 2025.\n\nThe Company does not anticipate a significant change in its uncertain tax benefits over the next 12 months.\n\nThe major jurisdictions in which the Company files income tax returns include the U.S. federal jurisdiction, as well as various state jurisdictions within the U.S. The Company’s fiscal years 2021 through 2025 returns are subject to examination by the U.S. federal and various state tax authorities.\n\nAs of March 28, 2026, the Company was not aware of any ongoing state tax examinations. As of March 28, 2026, the Company was subject to an Internal Revenue Service examination for the fiscal 2023 tax year. Such examination was closed without any additional tax liability on May 4, 2026.\n\nOn July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which enacts significant changes to U.S. tax and related laws. The most significant provision of the OBBBA affecting the Company is the one hundred percent bonus depreciation on eligible property acquired after January 19, 2025. The Company has reflected the impact of the OBBBA on its consolidated financial statements as of and for the fiscal year ended March 28, 2026.\n\n**15. Related Party Transactions**\n\nOne member of the Board served on the board of directors of Floor & Decor Holdings, Inc., a specialty retail vendor in the flooring market, through February 2025, and one member of the Board served as an executive officer of Floor & Decor Holdings, Inc. through April 2022. Beginning in March 2025, the Company no longer has a related party relationship with Floor & Decor Holdings, Inc.\n\nCapital expenditures with Floor & Decor Holdings, Inc. amounted to less than $0.1 million in each of fiscal 2025 and fiscal 2024, and were recorded as property and equipment, net on the consolidated balance sheets.\n\nJohn Grijalva, the husband of Laurie Grijalva, Chief Merchandising Officer, works as an independent sales representative primarily for Dan Post Boot Company, Outback Trading Company, LTD and KS Marketing LLC. Mr. Grijalva conducts his business as an independent sales representative through a limited liability company of which he and Ms. Grijalva are members. We purchased merchandise from these suppliers in the aggregate approximate amounts of $37.3 million, $38.0 million, and $32.8 million in fiscal 2026, fiscal 2025, and fiscal 2024, respectively. Mr. Grijalva was paid commissions by the companies he represents amounting to approximately $2.6 million, $2.5 million, and $2.2 million in fiscal 2026, fiscal 2025 and fiscal 2024, respectively, a portion of which were passed on to other sales representatives working for Mr. Grijalva.\n\n**16. Earnings Per Share**\n\nEarnings per share is computed under the provisions of FASB ASC Topic 260, *Earnings Per Share*. Basic earnings per share is computed based on the weighted average number of outstanding shares of common stock during the period. Diluted earnings per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method, whereby proceeds from such exercise and unamortized compensation, if any, on share-based awards are assumed to be used by the Company to purchase the shares of common stock at the average market price during the period. The dilutive effect of stock options and restricted stock is applicable only in periods of net income. Performance share units and market-based stock option awards are excluded from the calculation of diluted earnings per share until their respective performance or market criteria has been achieved.\n\n80\n\n[Table of Contents](#TOC)\n\nThe components of basic and diluted earnings per share of common stock, in aggregate, for fiscal 2026, fiscal 2025, and fiscal 2024 are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Fiscal Year Ended**\n\n​\n\n​\n\n**March 28,**\n\n​\n\n**March 29,**\n\n​\n\n**March 30,**\n\n**(in thousands, except per share data)**\n\n** **\n\n**2026**\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\nNet income\n\n​\n\n$\n\n225,880\n\n​\n\n$\n\n180,942\n\n​\n\n$\n\n146,996\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nWeighted average basic shares outstanding\n\n​\n\n \n\n30,505\n\n​\n\n \n\n30,524\n\n​\n\n \n\n30,167\n\nDilutive effect of options and restricted stock\n\n​\n\n \n\n230\n\n​\n\n \n\n249\n\n​\n\n \n\n444\n\nWeighted average diluted shares outstanding\n\n​\n\n \n\n30,735\n\n​\n\n \n\n30,773\n\n​\n\n \n\n30,611\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nBasic earnings per share\n\n​\n\n$\n\n7.40\n\n​\n\n$\n\n5.93\n\n​\n\n$\n\n4.87\n\nDiluted earnings per share\n\n​\n\n$\n\n7.35\n\n​\n\n$\n\n5.88\n\n​\n\n$\n\n4.80\n\n​\n\nDuring fiscal 2026, fiscal 2025 and fiscal 2024, securities outstanding totaling approximately zero, zero, and 86,882 shares, comprised of options and restricted stock, were excluded from the computation of weighted average diluted common shares outstanding, as the effect of doing so would have been anti-dilutive.\n\n​\n\n81\n\n[Table of Contents](#TOC)"}