{"url_path":"/sec/boot/10-k/2026/item-9a","section_key":"item-9a","section_title":"Item 9A **Controls and Procedures","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":1068,"has_tables":true,"body_markdown":"**Item 9A.**Controls and Procedures\n\nEvaluation of Disclosure Controls and Procedures\n\nWe maintain a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer and principal accounting officer), as appropriate, to allow timely decisions regarding required disclosure.\n\nOur management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures under the Exchange Act as of March 28, 2026, the end of the period covered by this Annual Report on Form 10-K. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 28, 2026, our disclosure controls and procedures were effective.\n\nManagement’s Annual Report on Internal Control Over Financial Reporting\n\nWe are responsible for establishing and maintaining internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\n\nOur management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of March 28, 2026. In making this assessment, our management used the *Internal Control – Integrated Framework (2013)* as issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on this assessment, management concluded that our internal control over financial reporting was effective as of March 28, 2026.\n\nThe effectiveness of our internal control over financial reporting as of March 28, 2026 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears immediately below.\n\n​\n\n82\n\n[Table of Contents](#TOC)\n\n**REPORT********OF********INDEPENDENT********REGISTERED****PUBLIC********ACCOUNTING****FIRM**\n\n​\n\nTo the shareholders and the Board of Directors of Boot Barn Holdings, Inc.\n\n**Opinion on Internal Control over Financial Reporting**\n\nWe have audited the internal control over financial reporting of Boot Barn Holdings, Inc. and subsidiaries (the \"Company\") 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 (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 28, 2026, based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.\n\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended March 28, 2026, of the Company and our report dated May 14, 2026, expressed an unqualified opinion on those financial statements.\n\n**Basis for Opinion**\n\nThe Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.\n\n**Definition and Limitations of Internal Control over Financial Reporting**\n\nA company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.\n\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\n\n/s/ DELOITTE & TOUCHE LLP\n\n​\n\nCosta Mesa, California\n\nMay 14, 2026\n\n83\n\n[Table of Contents](#TOC)\n\nChanges in Internal Control Over Financial Reporting\n\nThere were no changes in our internal control over financial reporting that occurred during the quarterly period ended March 28, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting."}