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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 4, 2026

Boot Barn Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36711

90-0776290

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

17100 Laguna Canyon Road, Irvine, California

92618

(Address of principal executive offices)

(Zip Code)

(949) 453-4400

(Registrant’s telephone number, including area code)

Not Applicable

(Former Address)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.0001 par value

BOOT

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. ☐ 

Item 2.02 Results of Operations and Financial Condition

On February 4, 2026, Boot Barn Holdings, Inc. (the “Company”) issued a press release announcing certain financial results for its fiscal third quarter ended December 27, 2025. The press release is attached hereto as Exhibit 99.1 and incorporated into this Item 2.02 by reference.

The information provided in this Item 2.02, including Exhibit 99.1, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 7.01     Regulation FD Disclosure.

The Company is furnishing this Current Report on Form 8-K in connection with the disclosure of information contained in a supplemental financial presentation (the “Presentation”) to be used by the Company at various meetings with institutional investors and analysts. This information may be amended or updated at any time and from time to time through another Current Report on Form 8-K or other means. A copy of the Presentation is furnished herewith as Exhibit 99.2 and is incorporated into this Item 7.01 by reference.

The information furnished in this Item 7.01, including Exhibit 99.2, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

The Company expressly disclaims any obligation to update or revise any of the information contained in the Presentation.

The Presentation is available on the Company’s investor relations website located at investor.bootbarn.com, although the Company reserves the right to discontinue that availability at any time. The website address included herein is an inactive textual reference only. The information contained on such website is not incorporated into this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number

Description

Exhibit 99.1

Press release dated February 4, 2026.

Exhibit 99.2

Supplemental Financial Presentation dated February 4, 2026.

Exhibit 104

The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BOOT BARN HOLDINGS, INC.

Date: February 4, 2026

By:

/s/ James M. Watkins

Name: James M. Watkins

Title: Chief Financial Officer and Secretary

EX-99.1 2 boot-20260204xex99d1.htm EX-99.1

Exhibit 99.1

Graphic

Boot Barn Holdings, Inc. Announces Third Quarter Fiscal Year 2026 Financial Results

IRVINE, California – February 4, 2026 – Boot Barn Holdings, Inc. (NYSE: BOOT) (the “Company”) today announced its financial results for the third fiscal quarter ended December 27, 2025. A Supplemental Financial Presentation is available at investor.bootbarn.com.

For the quarter ended December 27, 2025 compared to the quarter ended December 28, 2024:

Net sales increased 16.0% over the prior-year period to $705.6 million.
Same store sales increased 5.7%, with retail store same store sales increasing 3.7% and e-commerce same store sales increasing 19.6%.
Net income was $85.8 million, or $2.79 per diluted share, compared to $75.1 million, or $2.43 per diluted share, in the prior-year period.
The Company opened 25 new stores, bringing its total store count to 514 as of the quarter end.

“We are very pleased with our third quarter results and the strength of our holiday performance across the chain,” commented John Hazen, Chief Executive Officer. “Sales increased 16% year over year, reflecting broad-based demand across merchandise categories, channels, and geographies. Merchandise margin expanded by 110 basis points, and combined with solid expense control, drove strong earnings per diluted share of $2.79.”

Mr. Hazen continued, “We are encouraged by the start to our fourth fiscal quarter. Through the first three and a half weeks of the quarter, prior to recent winter storms, consolidated same store sales grew high-single-digits. Including the impact of these storms, consolidated same store sales increased 5.7% for the first five weeks of the fourth fiscal quarter.”

Operating Results for the Third Quarter Ended December 27, 2025 Compared to the Third Quarter Ended December 28, 2024

Net sales increased 16.0% to $705.6 million from $608.2 million in the prior-year period. Consolidated same store sales increased 5.7%, with retail store same store sales increasing 3.7% and e-commerce same store sales increasing 19.6%. The increase in net sales was the result of incremental sales from new stores and the increase in consolidated same store sales.
Gross profit was $281.2 million, or 39.9% of net sales, compared to $238.9 million, or 39.3% of net sales, in the prior-year period. The increase in gross profit was primarily due to an increase in sales and merchandise margin, partially offset by the occupancy costs of new stores. The 60 basis-point increase in gross profit rate was driven primarily by a 110 basis-point increase in merchandise margin rate, partially offset by 50 basis points of deleverage in buying, occupancy and distribution center costs. The increase in merchandise margin rate was primarily the result of buying economies of scale, supply chain efficiencies and growth in exclusive brand penetration. The deleverage in buying, occupancy and distribution center costs was primarily driven by the occupancy costs of new stores.
Selling, general and administrative (“SG&A”) expenses were $166.5 million, or 23.6% of net sales, compared to $139.4 million, or 22.9% of net sales, in the prior-year period. 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 deleveraged by 70 basis points compared to the prior-year period. Included in the prior-year period is a net benefit of $6.7 million related to the Company’s former Chief Executive

1


Officer’s (“CEO”) resignation. Excluding this benefit in the prior-year period, SG&A expenses as a percentage of net sales leveraged by 40 basis points.
Income from operations increased $15.3 million to $114.8 million, or 16.3% of net sales, compared to $99.5 million, or 16.4% of net sales, in the prior-year period, primarily due to the factors noted above.
Income tax expense was $28.9 million, or a 25.2% effective tax rate, compared to $24.1 million, or a 24.3% effective tax rate, in the prior-year period. The increase in the effective tax rate was primarily due to fewer nondeductible expenses in the prior-year period.
Net income was $85.8 million, or $2.79 per diluted share, compared to $75.1 million, or $2.43 per diluted share, in the prior-year period. Included in net income per diluted share in the prior-year period is a net benefit of $6.7 million, or $0.22 per share, related to the Company’s former CEO’s resignation. The increase in net income was primarily attributable to the factors noted above.

Operating Results for the Nine Months Ended December 27, 2025 Compared to the Nine Months Ended December 28, 2024

Net sales increased 17.7% to $1.715 billion from $1.457 billion in the prior-year period. Consolidated same store sales increased 7.6%, with retail store same store sales increasing 6.6% and e-commerce same store sales increasing 15.6%. The increase in net sales was the result of incremental sales from new stores and the increase in consolidated same store sales.
Gross profit was $662.6 million, or 38.6% of net sales, compared to $548.5 million, or 37.6% of net sales, in the prior-year period. The increase in gross profit was primarily due to an increase in sales and merchandise margin, partially offset by the occupancy costs of new stores. The increase in gross profit rate was driven primarily by a 120 basis-point increase in merchandise margin rate, partially offset by 20 basis points of deleverage in buying, occupancy and distribution center costs. The increase in merchandise margin rate was primarily the result of better buying economies of scale, growth in exclusive brand penetration, and supply chain efficiencies. The deleverage in buying, occupancy and distribution center costs was primarily driven by the occupancy costs of new stores.
SG&A expenses were $420.7 million, or 24.5% of net sales, compared to $358.8 million, or 24.6% of net sales, in the prior-year period. 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 and legal expenses in the current-year period. Included in the prior-year period is a net benefit of $6.7 million related to the Company’s former CEO’s resignation. Excluding this benefit in the prior-year period, SG&A expenses as a percentage of net sales leveraged by 60 basis points.
Income from operations increased $52.3 million to $241.9 million, or 14.1% of net sales, compared to $189.7 million, or 13.0% of net sales, in the prior-year period, primarily due to the factors noted above.
Income tax expense was $61.5 million, or a 25.3% effective tax rate, compared to $46.8 million, or a 24.6% effective tax rate, in the prior-year period. The increase in the effective tax rate was primarily due to a lower income tax benefit from income tax accounting for stock-based compensation in the current-year period and changes to state enacted tax rates for the period ended December 27, 2025.
Net income was $181.4 million, or $5.90 per diluted share, compared to $143.4 million, or $4.64 per diluted share, in the prior-year period. Included in net income per diluted share in the prior-year period is a net benefit of $6.7 million, or $0.22 per share, related to the Company’s former CEO’s resignation. The increase in net income was primarily attributable to the factors noted above.

2


Sales by Channel

The following table includes total net sales growth, same store sales (“SSS”) growth and e-commerce as a percentage of net sales for the periods indicated below.

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Preliminary

  ​ ​ ​

Thirteen Weeks

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Five Weeks

Ended

Four Weeks

Four Weeks

Five Weeks

Ended

December 27, 2025

Fiscal October

Fiscal November

Fiscal December

January 31, 2026

Total Net Sales Growth

 

16.0

%  

19.5

%  

17.1

%  

13.9

%  

Retail Stores SSS

 

3.7

%  

7.1

%  

4.0

%  

1.9

%  

4.7

%  

E-commerce SSS

 

19.6

%  

24.0

%  

23.6

%  

17.1

%  

13.1

%  

Consolidated SSS

 

5.7

%  

8.8

%  

6.1

%  

4.2

%  

5.7

%*

E-commerce as a % of Net Sales

 

12.8

%  

10.0

%  

10.9

%  

15.0

%  


*Preliminary consolidated same store sales for the five weeks (35 days) ended January 31, 2026 were negatively impacted by an estimated $5 million due to store closures resulting from recent winter storms. Preliminary consolidated same store sales growth for the 26 days prior to the winter storms was 9.1%.

Balance Sheet Highlights as of December 27, 2025

Cash of $200 million.
The Company repurchased 67,279 and 218,032 shares of its common stock during the thirteen and thirty-nine weeks ended December 27, 2025, respectively, for an aggregate purchase price of $12.5 million and $37.5 million, respectively, under its $200 million authorized repurchase program.
Average inventory per store increased approximately 4.1% on a same-store basis compared to the quarter ended December 28, 2024.
Zero drawn under the $250 million revolving credit facility.

Fiscal Year 2026 Outlook

The Company is providing updated guidance for the fiscal year ending March 28, 2026, which supersedes in its entirety the previous guidance issued in its second quarter earnings report on October 29, 2025. For the fiscal year ending March 28, 2026, the Company now expects:

To open 70 new stores.
Total sales of $2.24 billion to $2.25 billion, representing growth of 17% to 18% over fiscal year 2025.
Consolidated same store sales growth of 6.5% to 7.0%, with retail store same store sales growth of 5.5% to 6.0% and e-commerce same store sales growth of 14.5% to 15.0%.
Merchandise margin between $1.138 billion and $1.144 billion, or approximately 50.8% of sales.
Gross profit between $850 million and $855 million, or approximately 37.9% to 38.0% of sales.
SG&A expenses between $553 million and $554 million, or approximately 24.7% to 24.6% of sales.
Income from operations between $297 million and $301 million, or approximately 13.3% to 13.4% of sales.
Net income of $222.8 million to $225.8 million.
Net income per diluted share of $7.25 to $7.35, based on 30.7 million weighted average diluted shares outstanding.
Effective tax rate of 26.0% for the remaining three months of the fiscal year.
Capital expenditures between $125.0 million and $130.0 million, which is net of estimated landlord tenant allowances of $45.0 million.

3


For the fourth fiscal quarter ending March 28, 2026, the Company expects:

Total sales of $525 million to $535 million, representing growth of 16% to 18% over the prior-year period.
Consolidated same store sales growth of 3.0% to 5.0%, with retail store same store sales growth of 2.2% to 4.2% and e-commerce same store sales growth of 11.0% to 13.0%.
Merchandise margin between $265 million and $270 million, or approximately 50.4% to 50.5% of sales.
Gross profit between $187 million and $193 million, or approximately 35.7% to 36.1% of sales.
Selling, general and administrative expenses between $132 million and $134 million, or approximately 25.1% to 25.0% of sales.
Income from operations between $55 million and $59 million, or approximately 10.5% to 11.1% of sales.
Net income per diluted share of $1.35 to $1.45, based on 30.7 million weighted average diluted shares outstanding.

Conference Call Information

A conference call to discuss the financial results for the third fiscal quarter ended December 27, 2025, is scheduled for today, February 4, 2026, at 4:30 p.m. ET (1:30 p.m. PT). Investors and analysts interested in participating in the call are invited to dial (844) 825-9789. The conference call will also be available to interested parties through a live webcast at investor.bootbarn.com. Please visit the website and select the “Events and Presentations” link at least 15 minutes prior to the start of the call to register and download any necessary software. A Supplemental Financial Presentation is also available on the investor relations section of the Company’s website. A telephone replay of the call will be available until March 5, 2026, by dialing (844) 512-2921 (domestic) or (412) 317-6671 (international) and entering the conference identification number: 10206289. Please note participants must enter the conference identification number in order to access the replay.

About Boot Barn

Boot Barn is the nation’s leading lifestyle retailer of western and work-related footwear, apparel and accessories for men, women and children. The Company offers its loyal customer base a wide selection of work and lifestyle brands. As of the date of this release, Boot Barn operates 524 stores in 49 states. For more information, call 888-Boot-Barn or visit www.bootbarn.com.

Forward Looking Statements

This press release contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this press release are forward-looking statements. Forward-looking statements refer to the Company’s current expectations and projections relating to, by way of example and without limitation, the Company’s financial condition, liquidity, profitability, results of operations, margins, plans, objectives, strategies, future performance, business, and industry. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate”, “estimate”, “expect”, “project”, “plan“, “intend”, “believe”, “may”, “might”, “will”, “could”, “should”, “can have”, “likely”, “outlook”, and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events, but not all forward-looking statements contain these identifying words. These forward-looking statements are based on assumptions that the Company’s management has made in light of their industry experience and on their perceptions of historical trends, current conditions, expected future developments and other factors that they believe are appropriate under the circumstances. As you consider this press release, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond the Company’s control) and assumptions. These risks, uncertainties, and assumptions include, but are not limited to, the following: decreases in consumer spending due to declines in consumer confidence, local economic conditions, or changes in consumer preferences; the impact that import tariffs and other trade restrictions imposed by the U.S., China, or other countries have had, and may continue to have, on our product costs and changes to U.S. or other countries’ trade policies and tariff and import/export regulations; the Company’s ability to effectively execute on its growth strategy; and the Company’s failure to maintain and enhance its strong brand image, to compete effectively, to maintain good relationships with its key suppliers, and to improve and expand its exclusive product offerings.

4


The Company discusses the foregoing risks and other risks in greater detail under the heading “Risk factors” in the periodic reports filed by the Company with the Securities and Exchange Commission. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect the Company’s actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. Because of these factors, the Company cautions that you should not place undue reliance on any of these forward-looking statements. New risks and uncertainties arise from time to time, and it is impossible for the Company to predict those events or how they may affect the Company. Further, any forward-looking statement speaks only as of the date on which it is made. Except as required by law, the Company does not intend to update or revise the forward-looking statements in this press release after the date of this press release.

Investor Contact:
ICR, Inc.

Brendon Frey, 203-682-8216

BootBarnIR@icrinc.com

or

Company Contact:
Boot Barn Holdings, Inc.

Mark Dedovesh, 949-453-4489

Senior Vice President, Investor Relations & Financial Planning

BootBarnIRMedia@bootbarn.com

5


Boot Barn Holdings, Inc.

Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)

  ​ ​ ​

December 27,

  ​ ​ ​

March 29,

2025

  ​ ​ ​

2025

Assets

 

  ​

 

  ​

Current assets:

 

  ​

 

  ​

Cash and cash equivalents

$

200,071

$

69,770

Accounts receivable, net

 

14,207

 

10,263

Inventories

 

805,471

 

747,191

Prepaid expenses and other current assets

 

37,867

 

36,736

Total current assets

 

1,057,616

 

863,960

Property and equipment, net

 

490,733

 

422,079

Right-of-use assets, net

 

586,527

469,461

Goodwill

 

197,502

 

197,502

Intangible assets, net

 

58,981

 

58,677

Other assets

 

7,097

 

6,342

Total assets

$

2,398,456

$

2,018,021

Liabilities and stockholders’ equity

 

Current liabilities:

 

Accounts payable

$

147,305

$

134,450

Accrued expenses and other current liabilities

 

214,944

 

146,038

Short-term lease liabilities

 

79,156

72,861

Total current liabilities

 

441,405

 

353,349

Deferred taxes

 

43,667

 

39,317

Long-term lease liabilities

 

624,910

490,182

Other liabilities

 

5,429

 

4,116

Total liabilities

 

1,115,411

886,964

Stockholders’ equity:

 

Common stock, $0.0001 par value; December 27, 2025 - 100,000 shares authorized, 30,990 shares issued; March 29, 2025 - 100,000 shares authorized, 30,892 shares issued

 

3

 

3

Preferred stock, $0.0001 par value; 10,000 shares authorized, no shares issued or outstanding

 

 

Additional paid-in capital

 

259,455

 

246,725

Retained earnings

 

1,085,408

 

903,968

Less: Common stock held in treasury, at cost, 545 and 298 shares at December 27, 2025 and March 29, 2025, respectively

 

(61,821)

(19,639)

Total stockholders’ equity

 

1,283,045

 

1,131,057

Total liabilities and stockholders’ equity

$

2,398,456

$

2,018,021

6


Boot Barn Holdings, Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

  ​ ​ ​

Thirteen Weeks Ended

  ​ ​ ​

Thirty-Nine Weeks Ended

  ​ ​ ​

December 27,

December 28,

December 27,

December 28,

2025

  ​ ​ ​

2024

  ​ ​ ​

2025

  ​ ​ ​

2024

Net sales

$

705,643

$

608,170

$

1,715,106

$

1,457,355

Cost of goods sold

 

424,403

 

369,301

 

1,052,496

 

908,879

Gross profit

 

281,240

 

238,869

 

662,610

 

548,476

Selling, general and administrative expenses

 

166,459

 

139,405

 

420,686

 

358,811

Income from operations

 

114,781

 

99,464

 

241,924

 

189,665

Interest expense

 

435

 

416

 

1,181

 

1,151

Other income, net

 

405

 

110

 

2,222

 

1,655

Income before income taxes

 

114,751

 

99,158

 

242,965

 

190,169

Income tax expense

 

28,941

 

24,092

 

61,525

 

46,766

Net income

$

85,810

$

75,066

$

181,440

$

143,403

Earnings per share:

 

 

 

 

Basic

$

2.82

$

2.46

$

5.94

$

4.70

Diluted

$

2.79

$

2.43

$

5.90

$

4.64

Weighted average shares outstanding:

 

 

 

 

Basic

 

30,471

 

30,559

 

30,536

 

30,501

Diluted

 

30,726

 

30,898

 

30,742

 

30,876

7


Boot Barn Holdings, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

  ​ ​ ​

Thirty-Nine Weeks Ended

December 27,

December 28,

2025

2024

Cash flows from operating activities

 

  ​

 

  ​

Net income

$

181,440

$

143,403

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

Depreciation

 

57,063

 

45,801

Stock-based compensation

 

12,501

 

8,194

Amortization of intangible assets

 

 

20

Noncash lease expense

 

56,564

 

49,316

Amortization of debt issuance fees

 

81

 

81

Loss on disposal of assets

 

429

 

119

Deferred taxes

 

4,350

 

(4,244)

Changes in operating assets and liabilities:

 

Accounts receivable, net

 

(3,918)

 

(252)

Inventories

 

(58,280)

 

(91,165)

Prepaid expenses and other current assets

 

(1,196)

 

(1,515)

Other assets

 

(755)

 

(676)

Accounts payable

 

14,930

 

(3,388)

Accrued expenses and other current liabilities

 

76,691

 

80,678

Other liabilities

 

1,313

 

655

Operating leases

 

(31,930)

 

(36,340)

Net cash provided by operating activities

$

309,283

$

190,687

Cash flows from investing activities

 

 

Purchases of property and equipment

(136,424)

(108,361)

Purchases of intangible assets

(304)

Proceeds from sale of property and equipment

43

55

Net cash used in investing activities

$

(136,685)

$

(108,306)

Cash flows from financing activities

 

 

Repayments on finance lease obligations

 

(719)

 

(646)

Repurchases of common stock

(37,504)

Tax withholding payments for net share settlement

 

(4,303)

 

(7,617)

Proceeds from the exercise of stock options

 

229

 

2,949

Net cash used in financing activities

$

(42,297)

$

(5,314)

Net increase in cash and cash equivalents

130,301

77,067

Cash and cash equivalents, beginning of period

 

69,770

 

75,847

Cash and cash equivalents, end of period

$

200,071

$

152,914

Supplemental disclosures of cash flow information:

 

 

Cash paid for income taxes

$

42,045

$

29,220

Cash paid for interest

$

1,020

$

1,047

Supplemental disclosure of non-cash activities:

 

Unpaid purchases of property and equipment

$

17,641

$

28,370

8


Boot Barn Holdings, Inc.

Store Count

  ​ ​ ​

Quarter Ended

  ​ ​ ​

Quarter Ended

  ​ ​ ​

Quarter Ended

  ​ ​ ​

Quarter Ended

  ​ ​ ​

Quarter Ended

  ​ ​ ​

Quarter Ended

  ​ ​ ​

Quarter Ended

  ​ ​ ​

Quarter Ended

December 27,

September 27,

June 28,

March 29,

December 28,

September 28,

June 29,

March 30,

2025

2025

2025

2025

2024

2024

2024

2024

Store Count (BOP)

 

489

473

459

438

425

411

400

382

Opened/Acquired

 

25

16

14

21

13

15

11

18

Closed

 

(1)

Store Count (EOP)

 

514

489

473

459

438

425

411

400

Boot Barn Holdings, Inc.

Selected Store Data

  ​ ​ ​

Thirteen Weeks Ended

December 27,

September 27,

June 28,

March 29,

December 28,

September 28,

June 29,

March 30,

  ​ ​ ​

2025

  ​ ​ ​

2025

  ​ ​ ​

2025

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2024

  ​ ​ ​

2024

  ​ ​ ​

2024

  ​ ​ ​

Selected Store Data:

  ​

  ​

  ​

  ​

  ​

  ​

  ​

  ​

Same Store Sales growth/(decline)

 

5.7

%  

8.4

%  

9.4

%  

6.0

%  

8.6

%  

4.9

%  

1.4

%  

(5.9)

%  

Stores operating at end of period

 

514

 

489

 

473

 

459

 

438

 

425

 

411

 

400

 

Comparable stores open during period(1)

426

411

401

382

374

363

349

335

Total retail store selling square footage, end of period (in thousands)

 

5,810

 

5,495

 

5,307

 

5,133

 

4,877

 

4,720

 

4,547

 

4,371

 

Average retail store selling square footage, end of period

 

11,304

 

11,238

 

11,220

 

11,183

 

11,134

 

11,105

 

11,063

 

10,929

 

Average sales per comparable store (in thousands)(2)

$

1,291

$

996

$

1,031

$

926

$

1,301

$

952

$

980

$

917


(1) Comparable stores have been open at least 13 full fiscal months as of the end of the applicable reporting period.
(2) Average sales per comparable store is calculated by dividing comparable store trailing three-month sales for the applicable period by the number of comparable stores operating during the period. Included in this calculation are stores opened in recent years that have not yet reached sales maturity.

9


EX-99.2 3 boot-20260204xex99d2.htm EX-99.2
Exhibit 99.2

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0 Supplemental Financial Presentation February 2026 Offering everyone a piece of the American spirit—one handshake at a time.


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1 Important Information Forward-Looking Statements This presentation contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this presentation are forward-looking statements. Forward-looking statements refer to Boot Barn Holdings, Inc.’s (the “Company,” “Boot Barn,” “BOOT,” “we,” “us,” and “our,”) current expectations and projections relating to, by way of example and without limitation, the Company’s financial condition, liquidity, profitability, results of operations, margins, plans, objectives, strategies, future performance, business, and industry. You can identify forward-looking statements by the fact that they generally do not relate strictly to historical or current facts. These statements may include words such as “anticipate”, “estimate”, “expect”, “project”, “plan“, “intend”, “believe”, “may”, “might”, “will”, “could”, “should”, “can have”, “likely”, “outlook”, and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events, but not all forward-looking statements contain these identifying words. These forward-looking statements are based on assumptions that the Company’s management has made in light of their industry experience and on their perceptions of historical trends, current conditions, expected future developments and other factors that they believe are appropriate under the circumstances. As you consider this presentation, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond the Company’s control), and assumptions. These risks, uncertainties, and assumptions include, but are not limited to, the following: decreases in consumer spending due to declines in consumer confidence, local economic conditions, or changes in consumer preferences; the impact that import tariffs and other trade restrictions imposed by the U.S., China, or other countries have had, and may continue to have, on our product costs and changes to U.S. or other countries’ trade policies and tariff and import/export regulations; the Company’s ability to effectively execute on its growth strategy; and the Company’s failure to maintain and enhance its strong brand image, to compete effectively, to maintain good relationships with its key suppliers, and to improve and expand its exclusive product offerings. The Company discusses the foregoing risks and other risks in greater detail under the heading “Risk factors” in the periodic reports filed by the Company with the Securities and Exchange Commission. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect the Company’s actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. Because of these factors, the Company cautions that you should not place undue reliance on any of these forward-looking statements. New risks and uncertainties arise from time to time, and it is impossible for the Company to predict those events or how they may affect the Company. Further, any forward-looking statement speaks only as of the date on which it is made. Except as required by law, the Company does not intend to update or revise the forward-looking statements in this presentation after the date of this presentation. Industry and Market Information Statements in this presentation concerning our industry and the markets in which we operate, including our general expectations and competitive position, business opportunity and market size, growth and share, are based on information from independent industry organizations and other third-party sources, data from our internal research, and management estimates. Management estimates are derived from publicly available information and the information and data referred to above and are based on assumptions and calculations made by us based upon our interpretation of such information and data. The information and data referred to above are imprecise and may prove to be inaccurate because the information cannot always be verified with complete certainty due to the limitations on the availability and reliability of raw data, the voluntary nature of the data gathering process, and other limitations and uncertainties. As a result, please be aware that the data and statistical information in this presentation may differ from information provided by our competitors or from information found in current or future studies conducted by market research institutes, consultancy firms, or independent sources. Recent Developments 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, changes to U.S. or other countries’ trade policies and tariff and import/export regulations, and other challenges affecting the global economy could impact our operations and will depend on future developments, which are uncertain. These and other effects make it more challenging for us to estimate the future performance of our business, particularly over the near-to-medium term. For further discussion of the uncertainties and business risks affecting the Company, see the sections captioned “Risk factors” in our periodic reports filed with the Securities and Exchange Commission.


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2 Q3 Fiscal 2026 Financial Results 1 Included in third quarter Fiscal 2025 income from operations is a net benefit of $6.7 million related to the Company’s former Chief Executive Officer’s (“CEO”) resignation. This benefit primarily relates to the forfeiture of unvested long-term equity incentive compensation and reversal of Fiscal 2025 cash incentive bonus expense for the Company’s former CEO. These expenses were not deductible for income taxes. Excluding this benefit in the prior year, this year’s income from operations as a percentage of net sales would have increased 24%. 2 Included in third quarter Fiscal 2025 net income per diluted share is an estimated $0.22 benefit related to the Company’s former CEO’s resignation. Excluding this benefit in the prior year, net income per diluted share would have increased 26%. $608 $700 $706 LY High-End Guidance Actual Q3 Total Sales ($M) Q3 Earnings Per Share $2.43 $2.59 $2.79 LY High-End Guidance Actual $99.5 $107.0 $114.8 LY High-End Guidance Actual Q3 Income from Operations ($M) 16% Growth vs. LY 15% Growth vs. LY 15% Growth vs. LY 16.4% of sales 15.3% of sales 16.3% of sales +8.6% SSS% +4.5% SSS% +5.7% SSS% 1 2 1 2


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3 Q3 Fiscal 2026 Financial Results $302 $486 $515 $520 $608 $706 FY21 FY22 FY23 FY24 FY25 FY26 Q3 Total Sales ($M) 4.6% 54.2% -3.6% -9.7% 8.6% 5.7% FY21 FY22 FY23 FY24 FY25 FY26 Q3 Consolidated SSS% +150bps +270bps (190)bps +300bps +130bps +110bps FY21 FY22 FY23 FY24 FY25 FY26 Q3 Merchandise Margin % $1.00 $2.27 $1.74 $1.81 $2.43 $2.79 FY21 FY22 FY23 FY24 FY25 FY26 Q3 GAAP Earnings Per Share 1 Included in third quarter Fiscal 2025 net income per diluted share is an estimated $0.22 benefit related to the Company’s former CEO’s resignation. Excluding this benefit in the prior year, net income per diluted share would have increased 26%. (180)bps freight +250bps freight 1 +770bps over the last six years 16% Growth vs. LY 15% Growth vs. LY1 +14% FY26 Two Year Stack


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4 $233 $346 $403 $569 $630 $678 $777 $846 $893 $1,488 $1,658 $1,667 $1,911 $2,250 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY26 E Total Sales ($M) Total Sales Growth 38% 48% 16% 41% 11% 8% 15% 9% 6% 67% 11% Over a Decade of Strong Sales Growth 1 1 1Fiscal 2017 and Fiscal 2023 were 53-week years. 2Reflects the high end of the Company’s guidance range provided on its third quarter earnings call held on February 4, 2026. 1% ~+19% CAGR SSS% Growth 11.9% 6.7% 7.3% (0.1)% 0.3% 5.2% 10.0% 5.0% 3.1% 53.7% (0.1)% (6.2)% 15% 5.5% 18% 7.0% 2


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5 Strategic Initiatives Update 1 2 3 4 New Stores Same Store Sales Omni-Channel Merchandise Margin & Exclusive Brands


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6 1 New Store Economics 1Represents the Company’s guidance to open a total of 15% new stores in Fiscal 2026, as provided on its third quarter earnings call held on February 4, 2026. 2Represents the Company’s revised estimated U.S. store count potential of 1,200 stores, based on internal analysis and a third-party study, as provided on its second quarter earnings call held on October 29, 2025. 86 117 152 169 208 219 226 240 259 273 300 345 400 459 529 1,200 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY26 E U.S. Target Annual Store Count 1 Metrics FY26 Guidance Selling Square Feet ~12,000 Year 1 Net Sales ~$3.2M Net Capital Investment ~$0.9M Net Inventory Investment ~$0.8M Total Net Investment ~$1.7M Year 1 Cash on Cash Return ~53% Payback Period ~1.8 years 438 514 FY25 FY26 Q3 Store Count 76 stores opened in the trailing twelve months 2


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7 2 Annual Same Store Sales Growth 11.9% 6.7% 7.3% -0.1% 0.3% 5.2% 10.0% 5.0% 3.1% 53.7% -0.1% -6.2% 5.5% 7.0% FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY26 E Consolidated SSS% 1 1Reflects the high end of the Company’s guidance range provided on its third quarter earnings call held on February 4, 2026. 1 Fiscal Consolidated SSS% by Quarter Year Q1 Actual Q2 Actual Q3 Actual Q 4 Full Year FY26 High-End Guide 9.4 8.4 5.7 5.0 7.0 FY25 1.4 4.9 8.6 6.0 5.5 FY26 Two-Year Stack 10.8 13.3 14.3 11.0 12.5 FY24 (2.9) (4.8) (9.7) (5.9) (6.2) FY25 Two-Year Stack (1.5) 0.1 (1.1) 0.1 (0.7) FY23 10.0 2.3 (3.6) (5.5) (0.1) FY22 78.9 61.7 54.2 33.3 53.7


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8 2 Consolidated SSS% by Quarter 9.4% 8.4% 5.7% 5.0% 7.0% Q1 Q2 Q3 Q4 Guidance Full Year Guidance FY26 FY25 Two-Year Stack 1 FY25 FY24 1.4% 4.9% 8.6% 6.0% 5.5% Q1 Q2 Q3 Q4 Full Year -2.9% -4.8% -9.7% -5.9% -6.2% Q1 Q2 Q3 Q4 Full Year -1.5% 0.1% -1.1% 0.1% -0.7% Q1 Q2 Q3 Q4 Full Year 1 FY26 Two-Year Stack % 10.8% 13.3% 14.3% 11.0% 12.5% 1Reflects the high end of the Company’s guidance range provided on its third quarter earnings call held on February 4, 2026.


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9 2 Consolidated SSS% by Month 1Represents preliminary consolidated same store sales for the first five weeks of Q4 Fiscal 2026. 2Thanksgiving and Black Friday shifted from November Fiscal 2024 into December Fiscal 2025. 8.7% 11.5% 8.4% 11.3% 8.7% 6.1% 8.8% 6.1% 4.2% Apr May Jun July Aug Sep Oct Nov Dec FY26 (Black Friday in Fiscal December) -7.7% -0.9% 3.5% -0.8% 1.2% 0.3% -4.2% -13.8% 7.1% 0.4% -6.0% 4.5% Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar FY25 Two-Year Stack -0.8% 2.4% 2.5% -0.3% 6.0% 8.0% 5.5% -1.9% 15.6% 8.1% 1.8% 7.7% Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar FY25 (Black Friday in Fiscal December) FY24 (Black Friday in Fiscal November) -6.9% -3.3% 1.0% -0.5% -4.8% -7.7% -9.7% -11.9% -8.5% -7.7% -7.8% -3.2% Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar 1 2 2 2 2 2 2 5.7% Q4 QTD (5 weeks) Preliminary consolidated same store sales for the five weeks (35 days) ended January 31, 2026 were negatively impacted by an estimated $5 million due to store closures resulting from recent winter storms. The preliminary consolidated SSS% for the 26 days prior to the winter storms was 9.1%.


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10 2 Store SSS% by Month 1Represents preliminary retail store same store sales for the first five weeks of Q4 Fiscal 2026. 2Thanksgiving and Black Friday shifted from November Fiscal 2024 into December Fiscal 2025. 9.8% 11.0% 8.0% 11.2% 7.9% 5.1% 7.1% 4.0% 1.9% Apr May Jun July Aug Sep Oct Nov Dec FY26 (Black Friday in Fiscal December) -6.5% -0.7% 3.3% 0.2% 1.6% 0.2% -4.2% -13.9% 7.5% -0.2% -7.2% 5.2% Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar FY25 Two-Year Stack -1.5% 1.9% 1.8% -0.9% 5.3% 7.5% 4.6% -2.4% 16.0% 7.0% 0.9% 8.0% Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar FY25 (Black Friday in Fiscal December) FY24 (Black Friday in Fiscal November) -5.0% -2.6% 1.5% 1.1% -3.7% -7.3% -8.8% -11.5% -8.5% -7.2% -8.1% -2.8% Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar 1 2 2 2 2 2 2 4.7% Q4 QTD (5 weeks)


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11 3 Omni-Channel Capabilities Drive Store Traffic • Bring Long Tail to Stores • Ship to Store / BOPIS • Return in Store Deliver Digital Experience in Stores • Mobile App • Range Finder (AI-enabled) • WHIP (endless aisle) • Cassidy (in-store consumer AI solution) Fulfill Online Demand Efficiently • DC Fulfillment • Store Fulfillment • Same Day Delivery Drive Online Profitability • Boot Barn retail price consistent across channels • Infrequent promotions • Profitable ROAS standard • Maximize clearance margin


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12 3 Ecommerce SSS% by Month -0.4% 15.8% 12.3% 12.5% 16.1% 14.3% 24.0% 23.6% 17.1% Apr May Jun Jul Aug Sep Oct Nov Dec FY26 (Black Friday in Fiscal December) -14.1% -3.0% 5.2% -6.9% -0.9% 1.6% -3.1% -12.9% 5.1% 5.8% 3.1% -0.9% Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar FY25 Two-Year Stack 5.0% 6.0% 8.7% 5.0% 12.1% 12.2% 13.7% 2.2% 13.5% 17.1% 9.0% 5.1% Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar FY25 (Black Friday in Fiscal December) FY24 (Black Friday in Fiscal November) -19.1% -9.0% -3.5% -11.9% -13.0% -10.6% -16.8% -15.1% -8.4% -11.3% -5.9% -6.0% Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar 1Represents preliminary e-commerce same store sales for the first five weeks of Q4 Fiscal 2026. 2Thanksgiving and Black Friday shifted from November Fiscal 2024 into December Fiscal 2025. 2 2 2 2 2 2 1 13.1% Q4 QTD (5 weeks)


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13 4 Margin Expansion & Exclusive Brands Growth Margin Drivers • Full-price selling • Buying economies of scale • Supply chain efficiencies • Volume discounts • Exclusive brands sales penetration Exclusive Brands (EB) Penetration Growth 16.2% 38.6% 41.0% FY19 FY25 FY26 E Exclusive Brands (EB) is Only 1/3 of Margin Appreciation EB Expansion 250bps Other Margin Drivers 490bps +90bps +90bps +270bps (70)bps +160bps +130bps +70bps FY20 FY21 FY22 FY23 FY24 FY25 FY26 E Merchandise Margin Growth Estimated 740bps of Total Merchandise Margin Expansion Exclusive Brands Margin enhancement ~1,000bps vs. 3rd party brands 1 1 1Reflects the high end of the Company’s guidance range provided on its third quarter earnings call held on February 4, 2026. $923M in sales $738M in sales $126M in sales


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14 FY26 Guidance


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15 Q4 Fiscal 2026 Financial Guidance Q4 FY26 Financial Guidance Low-End ($M) High-End ($M) Total Net Sales Consolidated SSS% Store SSS% E-commerce SSS% Total Net Sales Growth % $525 3.0% 2.2% 11.0% 16% $535 5.0% 4.2% 13.0% 18% Merchandise Margin % $265 50.4% $270 50.5% Gross Profit % $187 35.7% $193 36.1% SG&A % $132 25.1% $134 25.0% Income from Operations % $55 10.5% $59 11.1% GAAP Earnings per Diluted Share $1.35 $1.45 1 1Merchandise cost of goods sold includes the cost of merchandise, inbound and outbound freight, obsolescence and shrinkage provisions, supplier allowances, and inventory acquisition-related costs. Q4 FY25 ($M) High-End Δ ($M) High-End Guidance Comments vs. LY $454 6.0% 5.5% 9.8% 17% $81 $232 51.1% $38 (60)bps • 210bps of merchandise margin growth in the prior-year period. • 60bps decrease compared to the prior-year period consists of: • 20bps product margin increase. • (40)bps shrink. Favorable shrink last year. Q4 guidance assumes historical shrink this year. • (40)bps freight. Favorable freight last year. Q4 guidance assumes the current run rate for freight, which is higher than Q4 last year, but lower than historical levels and in line with Q3 this year. $169 37.1% $24 (110)bps $119 26.2% $15 (120)bps • Lower incentive-based compensation expense. • Leveraging fixed costs. $50 11.0% $9 +10bps $1.22 $0.23 +19% vs. LY +150bps over two years


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16 Full Year Fiscal 2026 Financial Guidance Full Year FY26 Financial Guidance Low-End ($M) High-End ($M) High-End Guidance Comments vs. LY Total Net Sales Consolidated SSS% Store SSS% E-commerce SSS% Total Net Sales Growth % 15% New Store Openings $2,240 6.5% 5.5% 14.5% 17% 70 $2,250 7.0% 6.0% 15.0% 18% 70 Merchandise Margin % $1,138 50.8% $1,144 50.8% • +70bps merchandise margin increase. • +240bps exclusive brands penetration increase. Gross Profit % $850 37.9% $855 38.0% • 50bps gross profit leverage. SG&A % $553 24.7% $554 24.6% • 40bps SG&A leverage. • 90bps income from operations leverage. Included in SG&A and income from operations in the prior year was a net benefit of $6.7 million related to the Company’s former CEO’s resignation. Excluding this benefit in the prior year, this year’s SG&A expense as a percentage of net sales and income from operations as a percentage of net sales would each leverage by an additional 35bps. Income from Operations % $297 13.3% $301 13.4% GAAP Earnings per Diluted Share $7.25 $7.35 • 25% EPS growth compared to the prior year. Included in net income per diluted share in the prior year was an estimated $0.22 benefit related to the Company’s former CEO’s resignation. Excluding this benefit in the prior year, EPS is expected to increase by 30%. 1 1Merchandise cost of goods sold includes the cost of merchandise, inbound and outbound freight, obsolescence and shrinkage provisions, supplier allowances, and inventory acquisition-related costs. Prior Guide High End ($M) $2,235 6.0% 5.3% 13.0% 17% 70 $1,130 50.6% $842 37.7% $548 24.5% $294 13.2% $7.15


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17 investor.bootbarn.com