Boot Barn Holdings, Inc.
For the period ended Sep 26, 2026. Filed Oct 28, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 26, 2026 · Filed Oct 28, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-27; filed 2026-07-29.
0001104659-26-088262
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-26; filed 2026-10-28.
0001104659-26-119705
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 79 previous paragraphs and 88 current paragraphs.
43 unchanged; 31 reworded; 7 added; 2 removed; 3 previous and 7 current paragraphs rearranged.
Tables are not compared: 21 previous and 21 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
comparable periods of the prior or subsequent fiscal periods for comparative purposes) until the first full month of operation once the store re-opens;
Current report
Interest expense. Interest expense increased $0.1 million, or 26.3%, to $0.5 million for the thirteen weeks ended September 26, 2026 from $0.4 million for the thirteen weeks ended September 27, 2025. The increase in interest expense was related to unutilized line of credit fees on the Wells Fargo Revolver (as defined below).
Current report
Twenty-Six Weeks Ended September 26, 2026 Compared to Twenty-Six Weeks Ended September 27, 2025
Current report
Net sales. Net sales increased $165.9 million, or 16.4%, to $1.175 billion for the twenty-six weeks ended September 26, 2026 from $1.009 billion for the twenty-six weeks ended September 27, 2025. Consolidated same store sales increased 3.0%, with retail store same store sales increasing 2.4% and e-commerce same store sales increasing 9.2%. The increase in net sales was the result of incremental sales from new stores and the increase in consolidated same store sales.
Current report
from operations was 13.7% and 12.6% for the twenty-six weeks ended September 26, 2026 and September 27, 2025, respectively.
Current report
Interest expense. Interest expense increased $0.2 million, or 14.7%, to $0.9 million for the twenty-six weeks ended September 26, 2026 from $0.7 million for the twenty-six weeks ended September 27, 2025. The increase in interest expense was related to unutilized line of credit fees on the Wells Fargo Revolver.
Current report
Net income. Net income was $122.6 million for the twenty-six weeks ended September 26, 2026 compared to $95.6 million for the twenty-six weeks ended September 27, 2025. The increase in net income was primarily attributable to the factors noted above.
Removed paragraphs (2)
Previous report
As of June 27, 2026, $1.1 million had been received and $16.2 million is recorded in Accounts receivable, net.
Previous report
Interest expense. Interest expense was $0.3 million for both the thirteen weeks ended June 27, 2026 and June 28, 2025.
Reworded paragraphs (31)
Previous wording
This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “project”, “seek”, “should”, “target”, “will”, “would”, and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information
Current wording
This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “project”, “seek”, “should”, “target”, “will”, “would”, and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. These forward-looking statements are subject to numerous risks and uncertainties, including the risks and uncertainties described under the section titled “Risk Factors” in our Fiscal 2026 10-K, and those identified in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in an evolving environment. New risks and uncertainties emerge from time to time and it is not possible for our management to predict all risks and uncertainties, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ materially from those contained in any forward-looking statement. We qualify all of our forward-looking statements by these cautionary statements.
Previous wording
Our business and opportunities for growth depend on consumer discretionary spending, and as such, our results are particularly sensitive to economic conditions and consumer confidence. Inflation, tariff and import/export regulations, and other challenges affecting the global economy could impact our operations andwill depend on future developments, which are uncertain. For further discussion of the uncertainties and business risks affecting the Company, see Item 1A, Risk Factors, of our Fiscal 2026 10-K.
Current wording
Our business and opportunities for growth depend on consumer discretionary spending, and as such, our results are particularly sensitive to economic conditions and consumer confidence. Inflation, tariff and import/export regulations, and other challenges affecting the global economy could impact our operations andwill depend on future developments,
Previous wording
We believe that Boot Barn is the largest lifestyle retail chain devoted to western and work-related footwear, apparel, and accessories in the U.S. As of June 27, 2026, we operated 566 stores in 49 states, as well as our e-commerce websites consisting primarily of bootbarn.com, sheplers.com, countryoutfitter.com, idyllwind.com, and third-party marketplaces, as well as the Boot Barn app. Our product offering is anchored by an extensive selection of western and work boots and is complemented by a wide assortment of coordinating apparel and accessories. Our stores, which are typically freestanding or located in strip centers, average 11,400 selling square feet and feature a comprehensive assortment of brands and styles, coupled with attentive, knowledgeable store associates. Many of the items that we offer are basics or necessities for our customers’ daily lives and typically represent enduring styles that are not meaningfully impacted by changing fashion trends.
Current wording
We believe that Boot Barn is the largest lifestyle retail chain devoted to western and work-related footwear, apparel, and accessories in the U.S. As of September 26, 2026, we operated 584 stores in 49 states, as well as our e-commerce websites consisting primarily of bootbarn.com, sheplers.com, countryoutfitter.com, idyllwind.com, and third-party marketplaces, as well as the Boot Barn app. Our product offering is anchored by an extensive selection of western and work boots and is complemented by a wide assortment of coordinating apparel and accessories. Our stores, which are typically freestanding or located in strip centers, average 11,400 selling square feet and feature a comprehensive assortment of brands and styles, coupled with attentive, knowledgeable store associates. Many of the items that we offer are basics or necessities for our customers’ daily lives and typically represent enduring styles that are not meaningfully impacted by changing fashion trends.
Previous wording
We strive to offer an authentic, one-stop shopping experience that fulfills the everyday lifestyle needs of our customers and, as a result, many of our customers make purchases in both the western and work wear sections of our stores. We target a broad and growing demographic, ranging from passionate western and country enthusiasts, to workers seeking dependable, high-quality footwear and apparel. Our broad geographic footprint, which comprises more than four times as many stores as our nearest direct competitor that sells primarily western and work wear, provides us with significant economies of scale, enhanced supplier relationships, the ability to recruit and retain high quality store associates, and the ability to reinvest in our business at levels that we believe exceed those of our competition.
Current wording
We strive to offer an authentic, one-stop shopping experience that fulfills the everyday lifestyle needs of our customers and, as a result, many of our customers make purchases in both the western and work wear sections of our stores. We target a broad and growing demographic, ranging from passionate western and country enthusiasts, to workers seeking dependable, high-quality footwear and apparel. Our broad geographic footprint, which comprises more than three times as many stores as our nearest direct competitor that sells primarily western and work wear, provides us with significant economies of scale, enhanced supplier relationships, the ability to recruit and retain high quality store associates, and the ability to reinvest in our business at levels that we believe exceed those of our competition.
Previous wording
Net sales reflect revenue from the sale of our merchandise at retail locations, as well as sales of merchandise through our e-commerce platform. We recognize revenue upon the purchase of merchandise by customers at our stores and upon delivery of the product in the case of our e-commerce websites. Net sales also include shipping and handling fees for e-commerce shipments that have been delivered to our customers. Net sales are net of returns on sales during the period, as
Current wording
Net sales reflect revenue from the sale of our merchandise at retail locations, as well as sales of merchandise through our e-commerce platform. We recognize revenue upon the purchase of merchandise by customers at our stores and upon delivery of the product in the case of our e-commerce websites. Net sales also include shipping and handling fees for e-commerce shipments that have been delivered to our customers. Net sales are net of returns on sales during the period, as well as an estimate of returns and award redemptions expected in the future stemming from current period sales. Revenue from the sale of gift cards is deferred until the gift cards are used to purchase merchandise.
Previous wording
Opening new stores is an important part of our growth strategy, and we anticipate that a percentage of our net sales in the near future will come from stores not included in our same store sales calculation. Accordingly, same store sales are only one measure that we use to assess the success of our business and growth strategy. Some of our competitors and
Current wording
Opening new stores is an important part of our growth strategy, and we anticipate that a percentage of our net sales in the near future will come from stores not included in our same store sales calculation. Accordingly, same store sales are only one measure that we use to assess the success of our business and growth strategy. Some of our competitors and other retailers may calculate “same” or “comparable” store sales differently than we do. As a result, data in this Quarterly Report on Form 10-Q regarding our same store sales may not be comparable to similar data made available by other retailers.
Previous wording
New stores often open with a period of high sales levels, which subsequently decrease to normalized sales volumes. In addition, we experience typical inefficiencies in the form of higher labor, advertising, and other direct operating expenses, and as a result, store-level profit margins at our new stores are generally lower during the start-up period of operation. The number and timing of store openings has had, and is expected to continue to have, a significant impact on our results of operations. In assessing the performance of a new store, we review its actual sales against the sales that we projected that store to achieve at the time we initially approved its opening. We also review the actual number of stores opened in a fiscal year against the number of store openings that we included in our budget at the beginning of that fiscal year.
Current wording
New stores often open with a period of high sales levels, which subsequently decrease to normalized sales volumes. In addition, we experience typical inefficiencies in the form of higher labor, advertising, and other direct operating expenses, and as a result, store-level profit margins at our new stores are generally lower during the start-up period of operation. The number and timing of store openings has had, and is expected to continue to have, a significant impact on our results of operations. In assessing the performance of a new store, we review its actual sales against the sales that we
Previous wording
Gross profit is equal to our net sales less our merchandise cost of goods sold, and buying, occupancy, and distribution center expenses. Merchandise cost, cost of goods sold includes the cost of merchandise, inbound and outbound freight, obsolescence and shrinkage provisions, supplier allowances, and inventory acquisition-related costs. Buying, occupancy, and distribution center expenses include store and distribution center occupancy costs (including rent, depreciation, and utilities), occupancy-related taxes, and compensation costs for merchandise purchasing, exclusive brand design and development, sourcing, and distribution center personnel, and other inventory acquisition-related costs, and other inventory acquisition-related costs. These costs are significant and can be expected to continue to increase as we grow. The components of our reported cost of goods sold may not be comparable to those of other retail companies, including our competitors.
Current wording
Gross profit is equal to our net sales less our merchandise cost of goods sold, and buying, occupancy, and distribution center expenses. Merchandise cost of goods sold includes the cost of merchandise, inbound and outbound freight, obsolescence and shrinkage provisions, supplier allowances, and inventory acquisition-related costs. Buying, occupancy, and distribution center expenses include store and distribution center occupancy costs (including rent, depreciation, and utilities), occupancy-related taxes, and compensation costs for merchandise purchasing, exclusive brand design and development, sourcing, and distribution center personnel. These costs are significant and can be expected to continue to increase as we grow. The components of our reported cost of goods sold may not be comparable to those of other retail companies, including our competitors.
Previous wording
Certain of our accounting policies and estimates are considered critical, as these policies and estimates are the most important to the depiction of our consolidated financial statements and require significant, difficult, or complex judgments, often about the effect of matters that are inherently uncertain. Such policies are summarized in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Fiscal 2026 10-K. As of the date of this filing, there were no significant changes to any of the critical accounting policies and estimates described in the Fiscal 2026 10-K.
Current wording
Certain of our accounting policies and estimates are considered critical, as these policies and estimates are the most important to the depiction of our consolidated financial statements and require significant, difficult, or complex judgments, often about the effect of matters that are inherently uncertain. Such policies are summarized in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Fiscal 2026
Previous wording
The Company has applied a gain contingency model in accordance with ASC 450-30, “Gain Contingencies” to account for potential recoveries of previously paid IEEPA tariffs. Under this model, a gain contingency is not recognized in the financial statements until the gain is realized or realizable. Any refunds, when recognized, are reflected as a reduction of Inventories on the Condensed Consolidated Balance Sheets to the extend the related goods remain on hand, or as a reduction of Cost of goods sold in the Condensed Consolidated Statements of Operations for amounts related to goods already sold.
Current wording
The Company has applied a gain contingency model in accordance with ASC 450-30, “Gain Contingencies” to account for potential recoveries of previously paid IEEPA tariffs. Under this model, a gain contingency is not recognized in the financial statements until the gain is realized or realizable. Any refunds, when recognized, are reflected as a reduction of inventories on the condensed consolidated balance sheets to the extent the related goods remain on hand, or as a reduction of cost of goods sold in the condensed consolidated statements of operations for amounts related to goods already sold.
Previous wording
During the thirteen weeks ended June 27, 2026, the Company recognized $17.3 million of realized or realizable IEEPA tariff refunds. Of this amount, $2.6 million was recorded as a reduction of Inventories and $14.7 million was recorded as a reduction of Cost of goods sold.
Current wording
During the thirteen and twenty-six weeks ended September 26, 2026, the Company recognized $0.3 million and $17.6 million of realized or realizable IEEPA tariff refunds, respectively. Of this amount, $0.7 million was recorded as a reduction of inventories as of September 26, 2026, and $2.2 million and $16.9 million was recorded as a reduction of cost of goods sold for the thirteen and twenty-six weeks ended September 26, 2026, respectively.
Previous wording
Net sales. Net sales increased $89.4 million, or 17.7%, to $593.5 million for the thirteen weeks ended June 27, 2026 from $504.1 million for the thirteen weeks ended June 28, 2025. Consolidated same store sales increased 4.7%. Excluding the impact of the 13.4% increase in e-commerce same store sales, same store sales increased by 3.8%. The increase in net sales was the result of incremental sales from new stores and the increase in consolidated same store sales.
Current wording
Net sales. Net sales increased $76.4 million, or 15.1%, to $581.8 million for the thirteen weeks ended September 26, 2026 from $505.4 million for the thirteen weeks ended September 27, 2025. Consolidated same store sales increased 1.4%, with retail store same store sales increasing 1.0% and e-commerce same store sales increasing 5.2%. The increase in net sales was the result of incremental sales from new stores and the increase in consolidated same store sales.
Previous wording
Gross profit. Gross profit increased $42.7 million, or 21.6%, to $239.9 million for the thirteen weeks ended June 27, 2026 from $197.2 million for the thirteen weeks ended June 28, 2025. As a percentage of net sales, gross profit increased by 130 basis points to 40.4% for the thirteen weeks ended June 27, 2026 from 39.1% for the thirteen weeks ended June 28, 2025. Included in gross profit is $14.7 million of tariff refunds recognized in cost of goods sold during the current-year period. The remaining increase was driven by an increase in sales, partially offset by the occupancy costs of new stores. The 130 basis-point increase in gross profit rate was driven primarily by a 220 basis-point increase in merchandise margin rate partially offset by 90 basis points of deleverage in buying, occupancy and distribution center costs. The 220 basis-point increase in merchandise margin rate was primarily driven by a 250 basis-point of benefit from tariff refunds recognized during the current-year period and 60 basis points of product margin expansion, partially offset by a 90 basis-point decrease due to higher freight expense in the current-year period. The deleverage in buying, occupancy and distribution center costs was driven by the occupancy costs of new stores.
Current wording
Gross profit. Gross profit increased $32.3 million, or 17.6%, to $216.5 million for the thirteen weeks ended September 26, 2026 from $184.1 million for the thirteen weeks ended September 27, 2025. As a percentage of net sales, gross profit increased by 80 basis points to 37.2% for the thirteen weeks ended September 26, 2026 from 36.4% for the thirteen weeks ended September 27, 2025. Included in gross profit is $2.2 million of tariff refunds recognized in cost of goods sold during the current-year period. The remaining increase was driven by an increase in sales, partially offset by the occupancy costs of new stores. The 80 basis-point increase in gross profit rate was driven primarily by a 190 basis-point increase in merchandise margin rate partially offset by 110 basis points of deleverage in buying, occupancy and distribution center costs. The 190 basis-point increase in merchandise margin rate was primarily driven by a 130 basis-point benefit from lower freight expense in the current year, combined with elevated freight costs in the prior-year period, a 40 basis-point benefit from tariff refunds recognized during the current-year period and 20 basis points of product margin expansion.
Previous wording
expenses associated with operating more stores, corporate general and administrative expenses, and marketing expenses in the current-year period. As a percentage of net sales, SG&A deleveraged by 10 basis points to 25.2% compared to 25.1% in the prior-year period, primarily as a result of the timing of marketing expenses.
Current wording
Selling, general and administrative expenses. SG&A expenses increased $18.5 million, or 14.5%, to $146.2 million for the thirteen weeks ended September 26, 2026 from $127.7 million for the thirteen weeks ended September 27, 2025. The increase in SG&A expenses compared to the prior-year period was primarily the result of higher store payroll and store-related expenses associated with operating more stores, corporate general and administrative expenses, and marketing expenses in the current-year period. SG&A expenses as a percentage of net sales leveraged by 10 basis points primarily as a result of lower corporate general and administrative expenses in the current-year period.
Previous wording
Income from operations. Income from operations increased $19.8 million, or 28.0%, to $90.5 million for the thirteen weeks ended June 27, 2026 from $70.7 million for the thirteen weeks ended June 28, 2025. The increase in income from operations was attributable to the factors noted above. As a percentage of net sales, income from operations was 15.3% and 14.0% for the thirteen weeks ended June 27, 2026 and June 28, 2025, respectively.
Current wording
Income from operations. Income from operations increased $13.8 million, or 24.5%, to $70.2 million for the thirteen weeks ended September 26, 2026 from $56.4 million for the thirteen weeks ended September 27, 2025. The increase in income from operations was attributable to the factors noted above. As a percentage of net sales, income from operations was 12.1% and 11.2% for the thirteen weeks ended September 26, 2026 and September 27, 2025, respectively.
Previous wording
Net income. Net income was $70.1 million for the thirteen weeks ended June 27, 2026 compared to $53.4 million for the thirteen weeks ended June 28, 2025. The increase in net income was primarily attributable to the factors noted above.
Current wording
Net income. Net income was $52.5 million for the thirteen weeks ended September 26, 2026 compared to $42.2 million for the thirteen weeks ended September 27, 2025. The increase in net income was primarily attributable to the factors noted above.
Previous wording
Selling, general and administrative expenses. SG&A expenses increased $22.9 million, or 18.1%, to $149.4 million for the thirteen weeks ended June 27, 2026 from $126.5 million for the thirteen weeks ended June 28, 2025. The increase in SG&A expenses compared to the prior-year period was primarily the result of higher store payroll and store-related
Current wording
Selling, general and administrative expenses. SG&A expenses increased $41.4 million, or 16.3%, to $295.6 million for the twenty-six weeks ended September 26, 2026 from $254.2 million for the twenty-six weeks ended September 27, 2025. The increase in SG&A expenses compared to the prior-year period was primarily the result of higher store payroll and store-related expenses associated with operating more stores, corporate general and administrative expenses, and marketing expenses in the current-year period. SG&A expenses as a percentage of net sales were 25.2% in both the twenty-six weeks ended September 26, 2026 and September 27, 2025.
Previous wording
Income tax expense. Income tax expense was $22.3 million for the thirteen weeks ended June 27, 2026 compared to $17.9 million for the thirteen weeks ended June 28, 2025. Our effective tax rate was 24.1% and 25.1% for the thirteen weeks ended June 27, 2026 and June 28, 2025, respectively. The income tax rate for the thirteen weeks ended June 27, 2026 was lower than the income tax rate for the thirteen weeks ended June 28, 2025, primarily due to a higher income tax benefit from income tax accounting for stock-based compensation in the current-year period.
Current wording
Income tax expense. Income tax expense was $40.5 million for the twenty-six weeks ended September 26, 2026 compared to $32.6 million for the twenty-six weeks ended September 27, 2025. Our effective tax rate was 24.8% and 25.4% for the twenty-six weeks ended September 26, 2026 and September 27, 2025, respectively. The income tax rate for the twenty-six weeks ended September 26, 2026 was lower than the income tax rate for the twenty-six weeks ended September 27, 2025, primarily due to a higher income tax benefit from income tax accounting for stock-based compensation in the current year period.
Previous wording
Our primary ongoing sources of liquidity include funds provided by operations and borrowings under our revolving credit facility. We expect our cash from operations will continue to be sufficient to support our operations and anticipated capital expenditures for the foreseeable future. We estimate that our capital expenditures in fiscal 2027 will be between approximately $125.0 million and $130.0 million (including the capital expenditures made during the thirteen weeks ended June 27, 2026), which is net of estimated landlord tenant allowances of $47.6 million. We anticipate that we will use cash flows from operations to fund these expenditures.
Current wording
Our primary ongoing sources of liquidity include funds provided by operations and borrowings under our revolving credit facility. We expect our cash from operations will continue to be sufficient to support our operations and anticipated capital expenditures for the foreseeable future. We estimate that our capital expenditures in fiscal 2027 will be between approximately $135.0 million and $140.0 million (including the capital expenditures made during the twenty-six weeks ended September 26, 2026), which is net of estimated landlord tenant allowances of $54.4 million. We anticipate that we will use cash flows from operations to fund these expenditures.
Previous wording
Under that certain Credit Agreement, dated as of June 29, 2015, by and among Wells Fargo Bank, National Association as agent (“Wells Fargo”), the lenders party thereto (collectively, the “Lenders”), Boot Barn, Inc. and Sheplers, LLC (together, the “Borrowers”), and the Company and Sheplers Holding LLC (together, the “Guarantors” and, together with Wells Fargo, the Lenders, and the Borrowers, the “Credit Agreement Parties”) (as amended by Amendment No. 1 to Credit Agreement, dated as of January 25, 2017, Amendment No. 2 to Credit Agreement and Amendment No. 1 to Collateral Agreement, dated as of May 26, 2017, Amendment No. 3 to Credit Agreement, dated as of as of June 6, 2019, Amendment No. 4 to Credit Agreement and Amendment No. 2 to Collateral Agreement, dated as of July 11, 2022 and Amendment No. 5 to Credit Agreement, dated as of March 11, 2026, the “Credit Agreement”), the Company had a $250.0 million syndicated senior secured asset-based revolving credit facility (the “Wells Fargo Revolver”). Under the Wells Fargo Revolver, the sublimit for letters of credit is $10.0 million, and the maturity date was July 11, 2027. On July 28, 2026, the Credit Agreement Parties and certain new lenders named therein entered into Amendment No. 6 to Credit Agreement (the “Credit Agreement Amendment”) to, among other things, increase the Wells Fargo Revolver to $500.0 million and extend the maturity date to July 28, 2031. For additional information regarding the Credit Agreement Amendment, see Note 11, “Subsequent Events.”
Current wording
Under that certain Credit Agreement, dated as of June 29, 2015, by and among Wells Fargo Bank, National Association as agent (“Wells Fargo”), the lenders party thereto (collectively, the “Lenders”), Boot Barn, Inc. and Sheplers, LLC (together, the “Borrowers”), and the Company and Sheplers Holding LLC (together, the “Guarantors” and, together with Wells Fargo, the Lenders, and the Borrowers, the “Credit Agreement Parties”) (as amended by Amendment No. 1 to Credit Agreement, dated as of January 25, 2017, Amendment No. 2 to Credit Agreement and Amendment No. 1 to Collateral Agreement, dated as of May 26, 2017, Amendment No. 3 to Credit Agreement, dated as of June 6, 2019, Amendment No. 4 to Credit Agreement and Amendment No. 2 to Collateral Agreement, dated as of July 11, 2022, Amendment No. 5 to Credit Agreement, dated as of March 11, 2026, and Amendment No. 6 to Credit Agreement, dated as of July 28, 2026, the “Credit Agreement”), the Company has a $500.0 million syndicated senior secured asset-based revolving credit facility (the “Wells Fargo Revolver”). Under the Wells Fargo Revolver, the sublimit for letters of credit is $10.0 million, and the maturity date is July 28, 2031.
Previous wording
Revolving credit loans under the Wells Fargo Revolver bear interest at per annum rates equal to, at the Company’s option, either (i) Adjusted Term Secured Overnight Financing Rate (defined as “Term SOFR” for the applicable interest period plus a fixed credit spread adjustment of 0.10%) plus an applicable margin for Term SOFR loans, or (ii) the base rate plus an applicable margin for base rate loans. The base rate is calculated at the highest of (a) the federal funds rate plus 0.5%, (b) the Wells Fargo prime rate, and (c) Term SOFR for a one-month tenor in effect on such day plus 1.0%. The applicable margin is calculated based on a pricing grid that in each case is linked to quarterly average excess availability. For Term SOFR loans, the applicable margin ranges from 1.00% to 1.25%, and for base rate loans it ranges from 0.00% to 0.25%. The interest on base rate loans under the Wells Fargo Revolver is payable in quarterly installments ending on the maturity date and for Term SOFR loans is payable on the earlier of the last day of each interest period applicable thereto, or on each three-month interval of such interest period. The Company also pays a commitment fee of 0.25% per annum of the actual daily amount of the unutilized revolving loans.
Current wording
Revolving credit loans under the Wells Fargo Revolver bear interest at per annum rates equal to, at the Company’s option, either (i) the base rate plus an applicable margin for base rate loans, or (ii) Term SOFR plus an applicable margin for SOFR rate loans. The base rate is calculated at the highest of (a) the federal funds rate plus 0.5%, (b) Term SOFR for a one-month tenor in effect on such day plus 1.0%, and (c) the Wells Fargo prime rate. The applicable margin is calculated based on a pricing grid that in each case is linked to quarterly average excess availability. For SOFR rate loans, the applicable margin ranges from 1.00% to 1.25%, and for base rate loans it ranges from 0.00% to 0.25%. The interest on base rate loans under the Wells Fargo Revolver is payable in quarterly installments ending on the maturity date and for SOFR rate loans is payable on the earlier of the last day of each interest period applicable thereto, or on each three-month interval of such interest period. The Company also pays a commitment fee of 0.25% per annum of the actual daily amount of the unutilized revolving loans.
Previous wording
The amounts outstanding under the Wells Fargo Revolver and letter of credit commitments as of both June 27, 2026 and March 28, 2026 were zero and $4.0 million, respectively. Total interest expense incurred on the Wells Fargo Revolver during the thirteen weeks ended June 27, 2026 was $0.2 million and the weighted average interest rate for the thirteen weeks ended June 27, 2026 was 6.8%. Total interest expense incurred on the Wells Fargo Revolver during the thirteen weeks ended June 28, 2025 was $0.2 million, and the weighted average interest rate for the thirteen weeks ended June 28, 2025 was 7.5%.
Current wording
The amounts outstanding under the Wells Fargo Revolver and letter of credit commitments as of September 26, 2026 and March 28, 2026 were zero and $4.0 million, respectively. Total interest expense incurred on the Wells Fargo Revolver during the thirteen and twenty-six weeks ended September 26, 2026 was $0.3 million and $0.5 million, respectively, and the weighted average interest rate for the thirteen weeks ended September 26, 2026 was 6.8%. Total interest expense incurred on the Wells Fargo Revolver during the thirteen and twenty-six weeks ended September 27, 2025 was $0.2 million and $0.4 million, respectively, and the weighted average interest rate for the thirteen weeks ended September 27, 2025 was 7.3%.
Previous wording
All obligations under the Wells Fargo Revolver are unconditionally guaranteed by the Company and each of its direct and indirect domestic subsidiaries (other than certain immaterial subsidiaries), which are not named as borrowers under the Wells Fargo Revolver.
Current wording
All obligations under the Wells Fargo Revolver are unconditionally guaranteed and secured by substantially all assets of the Company and each of its direct and indirect domestic subsidiaries (other than certain immaterial subsidiaries), which are not named as borrowers under the Wells Fargo Revolver.
Previous wording
The Wells Fargo Revolver contains customary provisions relating to mandatory prepayments, restricted payments, voluntary payments, affirmative and negative covenants, and events of default. In addition, the terms of the Wells Fargo Revolver require the Company to maintain, on a consolidated basis, a Consolidated Fixed Charge Coverage Ratio (as defined in the Wells Fargo Revolver) of at least 1.00:1.00 during such times as a covenant trigger event shall exist. The Wells Fargo Revolver also requires the Company to pay additional interest of 2.0% per annum upon triggering certain specified events of default set forth therein. For financial accounting purposes, the requirement for the Company to pay a higher interest rate upon an event of default is an embedded derivative. As of June 27, 2026 and March 28, 2026, the fair value of this embedded derivative was estimated and was not significant.
Current wording
The Wells Fargo Revolver contains customary provisions relating to mandatory prepayments, restricted payments, voluntary payments, affirmative and negative covenants, and events of default. In addition, the terms of the Wells Fargo Revolver require the Company to maintain, on a consolidated basis, a Consolidated Fixed Charge Coverage Ratio (as defined in the Wells Fargo Revolver) of at least 1.00:1.00 during such times as a covenant trigger event shall exist. The Wells Fargo Revolver also requires the Company to pay additional interest of 2.0% per annum upon triggering certain
Previous wording
Cash and cash equivalents were $139.3 million as of June 27, 2026 compared to $141.0 million as of March 28, 2026.
Current wording
Cash and cash equivalents were $97.4 million as of September 26, 2026 compared to $141.0 million as of March 28, 2026.
Previous wording
Net cash provided by operating activities was $83.8 million for the thirteen weeks ended June 27, 2026. The significant components of cash flows provided by operating activities were net income of $70.1 million, the add-back of non-cash lease expense of $22.3 million, depreciation of $22.3 million, and stock-based compensation expense of $4.5 million. Accounts payable and accrued expenses and other current liabilities increased by $41.9 million due to the timing of payments. Inventory increased by $55.4 million as a result of an increase in purchases.
Current wording
Net cash provided by operating activities was $123.7 million for the twenty-six weeks ended September 26, 2026. The significant components of cash flows provided by operating activities were net income of $122.6 million, the add-back of non-cash lease expense of $45.7 million, depreciation of $46.3 million, and stock-based compensation expense of $9.5 million. Accounts payable and accrued expenses and other current liabilities increased by $56.7 million due to the timing of payments. Inventory increased by $130.6 million as a result of an increase in purchases.
Previous wording
Net cash provided by operating activities was $73.9 million for the thirteen weeks ended June 28, 2025. The significant components of cash flows provided by operating activities were net income of $53.4 million, the add-back of non-cash lease expense of $17.9 million, depreciation of $17.5 million, and stock-based compensation expense of $3.7 million. Accounts payable and accrued expenses and other current liabilities decreased by $6.5 million due to the timing of payments. Inventory increased by $26.9 million as a result of an increase in purchases.
Current wording
Net cash provided by operating activities was $99.6 million for the twenty-six weeks ended September 27, 2025. The significant components of cash flows provided by operating activities were net income of $95.6 million, the add-back of non-cash lease expense of $36.3 million, depreciation of $37.0 million, and stock-based compensation expense of $8.0 million. Accounts payable and accrued expenses and other current liabilities increased by $48.0 million due to the timing of payments. Inventory increased by $107.9 million as a result of an increase in purchases.
Previous wording
Net cash used in investing activities was $51.1 million for the thirteen weeks ended June 27, 2026, which was primarily attributable to capital expenditures related to store construction.
Current wording
Net cash used in investing activities was $97.7 million for the twenty-six weeks ended September 26, 2026, which was primarily attributable to capital expenditures related to store construction.
Previous wording
Net cash used in investing activities was $31.5 million for the thirteen weeks ended June 28, 2025, which was primarily attributable to capital expenditures related to store construction and investments in our new Store Support Center.
Current wording
Net cash used in investing activities was $75.0 million for the twenty-six weeks ended September 27, 2025, which was primarily attributable to capital expenditures related to store construction and investments in our new Store Support Center.
Previous wording
Net cash used in financing activities was $34.5 million for the thirteen weeks ended June 27, 2026. We paid $25.0 million to repurchase shares of our common stock under our authorized Repurchase Program and $9.5 million in taxes related to the vesting of restricted stock.
Current wording
Net cash used in financing activities was $69.7 million for the twenty-six weeks ended September 26, 2026. We paid $59.6 million to repurchase shares of our common stock under our authorized Repurchase Program and $9.5 million in taxes related to the vesting of restricted stock.
Previous wording
Net cash used in financing activities was $16.8 million for the thirteen weeks ended June 28, 2025. We paid $12.5 million to repurchase shares of our common stock under our authorized Repurchase Program and $4.2 million in taxes related to the vesting of restricted stock.
Current wording
Net cash used in financing activities was $29.6 million for the twenty-six weeks ended September 27, 2025. We paid $25.0 million to repurchase shares of our common stock under our authorized Repurchase Program and $4.3 million in taxes related to the vesting of restricted stock.
Rearranged current paragraphs (7)
Current report — wording carried from elsewhere
which are uncertain. For further discussion of the uncertainties and business risks affecting the Company, see Item 1A, Risk Factors, of our Fiscal 2026 10-K.
Current report — wording carried from elsewhere
projected that store to achieve at the time we initially approved its opening. We also review the actual number of stores opened in a fiscal year against the number of store openings that we included in our budget at the beginning of that fiscal year.
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10-K. As of the date of this filing, there were no significant changes to any of the critical accounting policies and estimates described in the Fiscal 2026 10-K.
Current report — wording carried from elsewhere
Income tax expense. Income tax expense was $18.2 million for the thirteen weeks ended September 26, 2026 compared to $14.7 million for the thirteen weeks ended September 27, 2025. Our effective tax rate was 25.8% for each of the thirteen weeks ended September 26, 2026 and September 27, 2025.
Current report — wording carried from elsewhere
Gross profit. Gross profit increased $75.0 million, or 19.7%, to $456.4 million for the twenty-six weeks ended September 26, 2026 from $381.4 million for the twenty-six weeks ended September 27, 2025. As a percentage of net sales, gross profit increased by 100 basis points to 38.8% for the twenty-six weeks ended September 26, 2026 from 37.8% for the twenty-six weeks ended September 27, 2025. Included in gross profit is $16.9 million of tariff refunds recognized in cost of goods sold during the current-year period. The remaining increase was driven by an increase in sales, partially offset by the occupancy costs of new stores. The 100 basis-point increase in gross profit rate was driven primarily by a 200 basis-point increase in merchandise margin rate partially offset by 100 basis points of deleverage in buying, occupancy and distribution center costs. The 200 basis-point increase in merchandise margin rate was driven by a 140 basis-point benefit from tariff refunds recognized during the current-year period, 40 basis points of product margin expansion, and a 20 basis-point benefit due to lower freight expense.
Current report — wording carried from elsewhere
Income from operations. Income from operations increased $33.6 million, or 26.5%, to $160.8 million for the twenty-six weeks ended September 26, 2026 from $127.1 million for the twenty-six weeks ended September 27, 2025. The increase in income from operations was attributable to the factors noted above. As a percentage of net sales, income
Current report — wording carried from elsewhere
specified events of default set forth therein. For financial accounting purposes, the requirement for the Company to pay a higher interest rate upon an event of default is an embedded derivative. As of September 26, 2026 and March 28, 2026, the fair value of this embedded derivative was estimated and was not significant.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
currently available to management. These forward-looking statements are subject to numerous risks and uncertainties, including the risks and uncertainties described under the section titled “Risk Factors” in our Fiscal 2026 10-K, and those identified in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in an evolving environment. New risks and uncertainties emerge from time to time and it is not possible for our management to predict all risks and uncertainties, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ materially from those contained in any forward-looking statement. We qualify all of our forward-looking statements by these cautionary statements.
Previous report — wording carried elsewhere
well as an estimate of returns and award redemptions expected in the future stemming from current period sales. Revenue from the sale of gift cards is deferred until the gift cards are used to purchase merchandise.
Previous report — wording carried elsewhere
other retailers may calculate “same” or “comparable” store sales differently than we do. As a result, data in this Quarterly Report on Form 10-Q regarding our same store sales may not be comparable to similar data made available by other retailers.