v3.26.3
Stock-Based Compensation
6 Months Ended
Sep. 26, 2026
Stock-Based Compensation  
Stock-Based Compensation

6. Stock-Based Compensation

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Equity Incentive Plans

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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 of eight to ten years and vested over service periods of four or five years or in connection with certain events as defined by the 2014 Plan and as determined by the Compensation Committee of the Board (the “Compensation Committee”). Restricted stock awards granted under the 2014 Plan vested over one or four years, as determined by the Compensation Committee. RSUs granted under the 2014 Plan vested over service periods of one, four or five years, as determined by the Compensation Committee. PSUs granted under the 2014 Plan were subject to the vesting criteria discussed further below.

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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 from one to four 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

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During the thirteen and twenty-six weeks ended September 26, 2026 and September 27, 2025, the Company did not grant options to purchase shares.

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

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Grant Date

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Weighted

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Weighted

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Average

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Aggregate

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Stock

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Average

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Remaining

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Intrinsic

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  ​ ​ ​

Options

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Exercise Price

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Contractual Life 

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Value (1)

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(in years)

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(in thousands)

Outstanding at March 28, 2026

 

106,718

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$

24.26

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Granted

 

—

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—

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​

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Exercised

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(6,673)

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28.72

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$

936

Cancelled, forfeited, or expired

 

—

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—

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Outstanding at September 26, 2026

 

100,045

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$

23.96

 

3.1

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$

9,939

Vested and expected to vest after September 26, 2026

 

100,045

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$

23.96

 

3.1

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$

9,939

Exercisable at September 26, 2026

 

100,045

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$

23.96

 

3.1

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$

9,939

(1)Intrinsic value for stock options is defined as the difference between the market price of the Company’s common stock on the last business day of the fiscal quarter and the weighted average exercise price of the in-the-money stock options outstanding at the end of each fiscal period.

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

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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 were no unvested stock options.

Restricted Stock Units

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During the thirteen weeks ended September 26, 2026 and September 27, 2025, the Company did not 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 to three years, provided that the respective award recipient continues to be employed by the Company through the vesting period (subject to certain exceptions). The grant date fair 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

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During the thirteen weeks ended September 26, 2026 and September 27, 2025, the Company did not 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 a three-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:

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Thirteen Weeks Ended

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Twenty-Six Weeks Ended

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September 26,

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September 27,

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September 26,

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September 27,

(in thousands)

2026

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2025

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2026

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2025

RSUs

$

2,753

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$

2,278

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$

5,254

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$

4,233

PSUs

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2,208

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2,025

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4,219

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​

3,746

Total stock-based compensation expense, before tax

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4,961

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4,303

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​

9,473

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​

7,979

Income tax benefit

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(1,035)

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(663)

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(1,997)

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​

(1,283)

Total stock-based compensation expense, after tax

$

3,926

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$

3,640

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$

7,476

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$

6,696

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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:

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(in thousands, except for periods)

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September 26, 2026

RSUs

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Unamortized compensation expense for RSUs

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$

17,237

Weighted-average remaining recognition period (in years)

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2.10

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PSUs

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Unamortized compensation expense for PSUs

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$

15,225

Weighted-average remaining recognition period (in years)

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2.00

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