Boot Barn Holdings, Inc.

1. Business Operations

Boot Barn Holdings, Inc. (the “Company”), the parent holding company of the group of operating subsidiaries that conduct the Boot Barn business, was formed on November 17, 2011, and is incorporated in the State of Delaware. The equity of the Company consists of 100,000,000 authorized shares and 31,170,734 issued and 30,090,758 outstanding shares of common stock as of September 26, 2026. The shares of common stock have voting rights ofone vote per share.

The Company operates specialty retail stores that sell western and work boots and related apparel and accessories. The Company operates retail locations throughout the United States and sells its merchandise via the internet. The Company operated a total of 584 stores in 49 states as of September 26, 2026 and 539 stores in 49 states as of March 28, 2026. As of September 26, 2026, all stores operated under the Boot Barn name.

Recent Developments

The Company’s business and opportunities for growth depend on consumer discretionary spending, and as such, the Company’s results are particularly sensitive to economic conditions and consumer confidence. Inflation, tariff and import/export regulations, and other challenges affecting the global economy could impactthe Company’s operations andwill depend on future developments, which are uncertain. These and other effects make it more challenging for management to estimate the future performance of the Company’s business, particularly over the near-to-medium term. For further discussion of the uncertainties and business risks affecting the Company, see Item 1A, Risk Factors, of the Company’s Annual Report on Form 10-K for the fiscal year ended March 28, 2026 filed with the Securities and Exchange Commission (the “SEC”) on May 14, 2026 (the “Fiscal 2026 10-K”).

Basis of Presentation

The Company’s condensed consolidated financial statements as of September 26, 2026 and March 28, 2026 and for the thirteen and twenty-six weeks ended September 26, 2026 and September 27, 2025 are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), and include the accounts of the Company and each of its subsidiaries, consisting of Boot Barn, Inc., RCC Western Stores, Inc., Baskins Acquisition Holdings, LLC, Sheplers, LLC and Sheplers Holding LLC (together 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. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements have been condensed or omitted.

In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments that are of a normal and recurring nature necessary to fairly present the Company’s financial position, results of operations and cash flows in all material respects as of the dates and for the periods presented. The results of operations presented in the interim condensed consolidated financial statements are not necessarily indicative of the full-year results that may be expected for the fiscal year ending March 27, 2027.

Fiscal Periods

The Company reports its results of operations and cash flows on a 52- or 53-week basis ending on the last Saturday of March unless April 1st is a Saturday, in which case the fiscal year ends on April 1st. In a 52-week year, each quarter includes thirteen weeks of operations; in a 53-week fiscal year, the first, second, and third quarters each include thirteen weeks of operations, and the fourth quarter includes fourteen weeks of operations. Both the current fiscal year ending on March 27, 2027 (“fiscal 2027”) and the fiscal year ended on March 28, 2026 (“fiscal 2026”) consist of 52 weeks.

2. Summary of Significant Accounting Policies

Information regarding the Company’s significant accounting policies is contained in Note 2, “Summary of Significant Accounting Policies”, to the consolidated financial statements included in the Company’s Fiscal 2026 10-K. Presented below and in the following notes is supplemental information that should be read in conjunction with those consolidated financial statements.

Comprehensive Income

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

Segment Reporting

GAAP has established guidance for reporting information about a company’s operating segments, including disclosures related to a company’s products and services, geographic areas and major customers. The Company monitors and reviews its segment reporting structure in accordance with authoritative guidance to determine whether any changes have occurred that would impact its reportable segments. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The CODM regularly reviews operations and financial performance at a consolidated level, based on a single operating segment. The Company operates asone operating andone reportable segment. Further, the Company’s operations representone reporting unit for the purpose of its goodwill impairment analysis.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Among the significant estimates affecting the Company’s condensed 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.

Inventories

Inventories consist primarily of purchased merchandise and are valued at the lower of cost or net realizable value. Cost is determined using the weighted-average cost method and includes the cost of merchandise and import-related costs, including freight, duty, and agent commissions. The Company assesses the recoverability of inventory through a periodic review of historical usage and present demand. When the inventory on hand exceeds the foreseeable demand, the value of inventory that, at the time of the review, is not expected to be sold at or above cost is written down to its estimated net realizable value.

Leases

The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 ROU 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, related to the Company’s retail stores and distribution centers, is recorded as part of cost of goods sold, with the balance recorded in selling, general and administrative expenses on the condensed consolidated statements of operations. The interest expense amortization component of the finance lease liabilities is recorded within interest expense on the condensed consolidated statements of operations.

Leases with initial terms 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.

Fair Value of Certain Financial Assets and Liabilities

The Company follows FASB ASC Topic 820,Fair Value Measurements and Disclosures (“ASC 820”), which requires disclosure of the estimated fair value of certain assets and liabilities defined by the guidance as financial instruments. The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable, and debt. ASC 820 defines the fair value of financial instruments as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 establishes a three-level hierarchy for disclosure that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities.

Cash and cash equivalents, accounts receivable, and accounts payable are classified according to the lowest level input that is significant to the fair value measurement. As a result, the asset or liability could be classified as Level 2 or Level 3 even though there may be certain significant inputs that are readily observable. The Company believes that the recorded values of its financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or duration.

Although a market quote for the fair value of its outstanding debt arrangement discussed in Note 5, “Revolving Credit Facility”, is not readily available, the Company believes that its carrying value approximates fair value due to the variable interest rates, which are Level 2 inputs. There wereno material financial assets orliabilities requiring fair value measurements on a recurring basis as of September 26, 2026.

Stock Repurchases

In May 2025, the Company’s Board of Directors (the “Board”) authorized the Company to repurchase up to $200 million of shares 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. In October 2026, the Board authorized the Company to repurchase an additional $400 million of shares of its common stock under the Repurchase Program. For additional information, see Note 11, “Subsequent Events.”

Under the Repurchase Program, the Company repurchased 240,937 and 399,388 shares of common stock during the thirteen and twenty-six weeks ended September 26, 2026, respectively, and 72,794 and 150,753 shares of common stock during the thirteen and twenty-six weeks ended September 27, 2025, respectively. The aggregate purchase price of these shares, excluding excise tax, was $35.0 million and $60.0 million during the thirteen and twenty-six weeks ended September 26, 2026, respectively, and $12.5 million and $25.0 million during the thirteen and twenty-six weeks ended September 27, 2025, respectively. As of September 26, 2026, there were $90.0 million in share repurchases remaining available under the Repurchase Program.

Revenue Recognition

Revenue is recorded for store sales upon the purchase of merchandise by customers. Transfer of control takes place at the point at which the customer receives and pays for the merchandise at the register. E-commerce sales are recorded when control transfers to the customer, which generally occurs upon delivery of the product. Shipping and handling revenues are included in total net sales. Shipping costs incurred by the Company are included in 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, sales taxes are excluded from revenue.

Revenue is recorded net of estimated and actual sales returns and deductions for coupon redemptions, estimated future award redemption, and other promotions. The sales returns reserve reflects an estimate of sales returns based on projected merchandise returns determined through the use of historical average return percentages. The total reserve for returns is recorded in accrued expenses and other current liabilities in the accompanying consolidated balance sheets. The Company accounts for the return asset and liability separately on a gross basis.

The Company maintains a customer loyalty program under which members accumulate points based on purchase activity. For members to maintain their active point balance, they must make a qualifying purchase of merchandise at least once in a 365-day period. Once a loyalty program member achieves a certain point level, the member earns awards that may be redeemed for credits on merchandise purchases. To redeem awards, the member must make a qualifying purchase of merchandise within 60 days of the date the award was granted. Unredeemed awards and accumulated partial points are accrued as unearned revenue until redemption or expiration and, upon redemption and expiration, recorded as an adjustment to net sales using the relative standalone selling price method. The unearned revenue for this program is recorded in accrued expenses and other current liabilities on the consolidated balance sheets and was $7.7 million and $7.0 million as of September 26, 2026 and September 27, 2025, respectively. The following table provides a reconciliation of the activity related to the Company’s customer loyalty program:

Proceeds from the sale of gift cards are deferred until the customers use the cards to acquire merchandise. Gift cards, gift certificates, and store credits do not have expiration dates, and unredeemed gift cards, gift certificates, and store credits are subject to state escheatment laws. Amounts remaining after escheatment are recognized in net sales in the period escheatment occurs and the liability is considered to be extinguished. The Company defers recognition of a layaway sale and its related profit to the accounting period when the customer receives the layaway merchandise. Income from the redemption of gift cards, gift card breakage, and the sale of layaway merchandise is included in net sales.

Deferred revenue is recorded in accrued expenses and other current liabilities in the consolidated balance sheets. The following table provides a reconciliation of the activity related to the Company’s gift card program:

Recent Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update (“ASU”) No. 2024-03,Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures. This ASU requires additional disclosure of certain costs and expenses within the notes to the financial statements. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2026, with early adoption permitted. The amendments should be applied either prospectively or retrospectively. The Company is currently evaluating the impact of adoption on its financial disclosures.

3. Segment Reporting

The Company is an omni-channel lifestyle retail chain devoted to western and work-related footwear, apparel, and accessories in the United States, and derives revenue from customers purchasing product from the Company’s stores and e-commerce websites. The Company’s CODM is its Chief Executive Officer. The CODM regularly reviews operations and financial performance at a consolidated level. The Company operates asone operating andone reportable segment.

The CODM uses net income, as reported on the Condensed 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 condensed consolidated balance sheets.

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

1 Merchandise cost of goods sold includes the cost of merchandise, inbound and outbound freight, obsolescence and shrinkage provisions, supplier allowances, and inventory acquisition-related costs.

2 Buying, occupancy, and distribution center expenses include store and distribution center occupancy costs (including rent, depreciation, and utilities), occupancy-related taxes, and compensation costs for merchandise purchasing, exclusive brand design and development, sourcing, and distribution center personnel. Consolidated depreciation expense was $24.1 million and $19.5 million for the thirteen weeks ended September 26, 2026 and September 27, 2025, respectively, and $46.3 million and $37.0 million for the twenty-six weeks ended September 26, 2026 and September 27, 2025, respectively.

3 Selling expenses include all store-level salaries and hourly labor costs, store overhead, and other operating costs, including advertising, pay-per-click, marketing campaigns, operating supplies, repairs and maintenance, credit card fees, and costs of third-party services.

4 Includes corporate compensation and benefits, travel expenses, corporate occupancy costs, stock-based compensation costs, legal and professional fees, insurance, and other related corporate costs.

5 Includes interest expense, other income/(loss), and income tax expense.

Disaggregated Revenue

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

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

Geographic Information

Approximately 0.3% and 0.4% of the Company’s consolidated net sales for the thirteen weeks ended September 26, 2026 and September 27, 2025, respectively, and 0.4% of the Company’s consolidated net sales for each of the twenty-six weeks ended September 26, 2026 and September 27, 2025, were generated from customers outside of the United States. Substantially all of the Company’s long-lived assets are held in the United States.

4. Goodwill and Intangible Assets, Net

The Company performs its annual goodwill impairment assessment on the first day of its fourth fiscal quarter, or more frequently if it believes that indicators of impairment exist. The Company’s goodwill balance was $197.5 million as of both September 26, 2026 and March 28, 2026. As of September 26, 2026, the Company had identifiedno indicators of impairment with respect to its goodwill and intangible asset balances.

During the thirteen and twenty-six weeks ended September 26, 2026 and September 27, 2025, the Company didnot record any intangible asset impairment charges.

As of both September 26, 2026 and March 28, 2026, the Company had net indefinite lived intangible assets of $59.0 million.

During the thirteen and twenty-six weeks ended September 26, 2026 and September 27, 2025, the Company didnot record amortization expense for intangible assets.

5. Revolving Credit Facility

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.

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.

The borrowing base of the Wells Fargo Revolver is calculated on a monthly basis and is based on the amount of eligible credit card receivables, commercial accounts, inventory, and available reserves.

The amounts outstanding under the Wells Fargo Revolver and letter of credit commitments as of 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%.

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.

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 September 26, 2026 and March 28, 2026, the fair value of this embedded derivative was estimated and was not significant.

As of September 26, 2026, the Company was in compliance with the Wells Fargo Revolver debt covenants.

Debt Issuance Costs

Debt issuance costs totaling $3.0 million have been incurred under the Wells Fargo Revolver and are included as assets on the condensed consolidated balance sheets in prepaid expenses and other current assets. Total unamortized debt issuance costs were $1.3 million and $0.1 million as of September 26, 2026 and March 28, 2026, respectively. These amounts are being amortized to interest expense over the term of the Wells Fargo Revolver.

Total amortization expense of$0.1 million and less than$0.1 million related to the Wells Fargo Revolver is included as a component of interest expense in the thirteen weeks ended September 26, 2026 and September 27, 2025, respectively.

Total amortization expense of $0.1 million related to the Wells Fargo Revolver is included as a component of interest expense in the twenty-six weeks ended September 26, 2026 and September 27, 2025.

6. Stock-Based Compensation

Equity Incentive Plans

On October 19, 2014, the Company approved the 2014 Equity Incentive Plan, which was amended as of August 24, 2016 (as amended, the “2014 Plan”). The 2014 Plan authorized the Company to issue awards to employees, consultants, and directors for up to a total of 3,600,000 shares of common stock, par value$0.0001 per share. All awards granted by the Company under the 2014 Plan were nonqualified stock options, restricted stock awards, restricted stock units (“RSUs”) or performance share units (“PSUs”). Options granted under the 2014 Plan have a life ofeight toten years and vested over service periods offour orfive years or in connection with certain events as defined by the 2014 Plan and as determined by the Compensation Committee of the Board (the “Compensation Committee”). Restricted stock awards granted under the 2014 Plan vested overone orfour years, as determined by the Compensation Committee. RSUs granted under the 2014 Plan vested over service periods ofone, four orfive years, as determined by the Compensation Committee. PSUs granted under the 2014 Plan were subject to the vesting criteria discussed further below.

On August 26, 2020, 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 August 26, 2020, no further grants were made under the 2014 Plan. The 2020 Plan authorized 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. All awards granted under the 2020 Plan were market-based stock options, RSUs or PSUs. Market-based stock options granted under the 2020 Plan were subject to the vesting criteria discussed in Note 9 to the Company’s consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended March 29, 2025 filed with the SEC on May 15, 2025. Outstanding RSUs granted under the 2020 Plan vest over service periods ranging fromone tofour years. Outstanding PSUs granted under the 2020 Plan are subject to the vesting criteria discussed further below.

On August 26, 2026 (the “Effective Date”), the Company’s stockholders approved the Boot Barn Holdings, Inc. 2026 Equity Incentive Plan (the “2026 Plan”). As of the Effective Date of the 2026 Plan, no further grants will be made under the 2020 Plan. The 2026 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 2026 Plan) and non-employee directors of the Board or any member of any board of directors of any Affiliate. The number of shares of the Company’s common stock authorized for issuance pursuant to the 2026 Plan is equal to (i)1,000,000 newly authorized shares of common stock, plus (ii) the number of shares of common stock reserved for issuance under the 2020 Plan that remained available for grant under the 2020 Plan as of July 1, 2026, reduced by (iii) the number of shares of common stock underlying any awards granted under the 2020 Plan after July 1, 2026 and prior to the Effective Date (the difference between (ii) and (iii), the “Rollover Shares”). As of the Effective Date, the maximum number of Rollover Shares that may be issued or transferred pursuant to awards under the 2026 Plan will not exceed 1,088,748 shares of common stock. As of September 26, 2026, no awards have been granted under the 2026 Plan.

Stock Options

During the thirteen and twenty-six weeks ended September 26, 2026 and September 27, 2025, the Company didnot grant options to purchase shares.

The following table summarizes the stock option activity for the twenty-six weeks ended September 26, 2026:

No stock options were exercised during the thirteen weeks ended September 26, 2026 or September 27, 2025.

The tax benefit from stock options exercised during the twenty-six weeks ended September 26, 2026 and September 27, 2025 was $0.2 million and $0.1 million, respectively.

As of September 26, 2026, there wereno unvested stock options.

Restricted Stock Units

During the thirteen weeks ended September 26, 2026 and September 27, 2025, the Company didnot grant RSUs. During the twenty-six weeks ended September 26, 2026 and September 27, 2025, the Company granted 85,230 and

77,875 RSUs, respectively, to non-employee directors and various employees under the 2020 Plan. The RSUs granted vest in periods ranging from one tothree 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 value of the RSUs granted during the twenty-six weeks ended September 26, 2026 and September 27, 2025 totaled $12.0 million and $12.2 million, respectively.

The grant date fair values of the RSUs granted during the twenty-six weeks ended September 26, 2026 and September 27, 2025 were initially measured using the Company’s closing stock price on the date of grant with the resulting stock-based compensation expense recognized on a straight-line basis over the vesting period of each award (subject to certain exceptions) commencing on the date of the grant.

Performance Share Units

During the thirteen weeks ended September 26, 2026 and September 27, 2025, the Company didnot grant PSUs.

During the twenty-six weeks ended September 26, 2026 and September 27, 2025, the Company granted 53,087 and 46,231 PSUs, respectively, to various employees under the 2020 Plan with grant date fair values of$7.5 million and$7.2 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 athree-year performance period. The performance periods for PSUs granted during: (i) the twenty-six weeks ended September 26, 2026, began March 29, 2026 and ends March 31, 2029; and (ii) the twenty-six weeks ended September 27, 2025, began March 30, 2025 and ends April 1, 2028.

The performance metrics for these PSU awards were established by the Compensation Committee at the beginning of the respective performance periods. At the end of each respective performance period, the number of shares to be issued will be 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 respective performance period (subject to certain exceptions). If performance is between threshold and target goals or between target and maximum goals, the number of PSUs to vest will be determined by linear interpolation. The number of shares ultimately issued can range from 0% to 200% of the participant’s target award.

The grant date fair values of the PSUs granted during the twenty-six weeks ended September 26, 2026 and September 27, 2025 were initially measured using the Company’s closing stock price on the date of grant with the resulting stock-based 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-based compensation expense is reversed. The PSUs are forfeited if the threshold performance goals are not achieved as of the end of the performance period.

Stock-Based Compensation Expense

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

Stock-based compensation expense of $1.1 million and $0.9 million was recorded in cost of goods sold in the consolidated statements of operations for the thirteen weeks ended September 26, 2026 and September 27, 2025, respectively. Stock-based compensation expense of $2.0 million and $1.7 million was recorded in cost of goods sold in the consolidated statements of operations for the twenty-six weeks ended September 26, 2026 and September 27, 2025, respectively. All other stock-based compensation expense is included in selling, general and administrative expenses in the consolidated statements of operations.

A summary of unamortized stock-based compensation expense and the weighted-average remaining recognition period of awards granted under the Company’s stock-based compensation plans as of September 26, 2026 is presented below:

7. Commitments and Contingencies

The 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.

The Company is also subject to certain other pending or threatened litigation matters incidental to its business. In management’s opinion, as of the date of this Quarterly Report on Form 10-Q, 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.

During 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 condensed consolidated balance sheets as the impact is expected to be immaterial.

8. Leases

The 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 offive or 10 years, withone or more renewal periods offive 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.

ROU assets are tested for impairment in the same manner as long-lived assets. The Company didnot record ROU asset impairment charges related to its stores during the thirteen and twenty-six weeks ended September 26, 2026 and September 27, 2025.

ROU assets and lease liabilities as of September 26, 2026 and March 28, 2026 consisted of the following:

Total lease costs for the thirteen and twenty-six weeks ended September 26, 2026 and September 27, 2025 were:

The following table summarizes future lease payments as of September 26, 2026:

As of September 26, 2026, the Company’s minimum lease commitment foroperating leases signed but not yet commenced was $270.7 million.

The following table includes supplemental lease information:

9. Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740,Income Taxes (“ASC 740”). In accordance with ASC 740, the Company recognizes deferred tax assets and liabilities based on the liability method, which requires an adjustment to the deferred tax asset or liability to reflect income tax rates currently in effect. When income tax rates increase or decrease, a corresponding adjustment to income tax expense is recorded by applying the rate change to the cumulative temporary differences. ASC 740 prescribes the recognition threshold and measurement principles for financial statement disclosure of tax positions taken or expected to be taken on a tax return. ASC 740 requires the Company to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recognized. Additionally, ASC 740 provides guidance on recognition, measurement, derecognition, classification, related interest and penalties, accounting in interim periods, disclosure, and transition.

The income tax rate was 25.8% for each of the thirteen weeks ended September 26, 2026 and September 27, 2025, and 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.

Valuation 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 was not required as of September 26, 2026. The Company will continue to evaluate the need for a valuation allowance at each period end.

The Company’s policy is to accrue interest and penalties related to unrecognized tax benefits as a component of income tax expense. At September 26, 2026 and March 28, 2026, the Company hadno accrued liability for penalties and interest.

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. During the twenty-six weeks ended September 26, 2026, the Internal Revenue Service completed its examination of the Company’s fiscal 2023 income tax return. There were no adjustments as a result of the examination.

As of September 26, 2026, the Company was under tax examination in one state jurisdiction but had not accrued any additional tax liability in connection therewith.

10. Earnings Per Share

Earnings 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 shares of common stock outstanding during the period using the treasury stock method, whereby proceeds from such exercise and unamortized compensation, if any, on stock-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. PSUs are included in the calculation of diluted earnings per share to the extent that shares underlying such awards would be issuable if the end of the reporting period were the end of the contingency period. 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.

The components of basic and diluted earnings per share of common stock, in the aggregate, for the thirteen and twenty-six weeks ended September 26, 2026 and September 27, 2025 were as follows:

There wereno anti-dilutive securities excluded from the computation of weighted average diluted common shares outstanding during the thirteen and twenty-six weeks ended September 26, 2026 and September 27, 2025.

11. Subsequent Events

On October 21, 2026 (the “Repurchase Program Increase Date”), the Board authorized the Company to repurchase an additional $400 million of shares of its common stock under the Repurchase Program (the “Repurchase Program Increase”). Following the Repurchase Program Increase, approximately $468 million remained available for future share repurchases under the Repurchase Program as of the Repurchase Program Increase Date. 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.