Quarterly Report for Quarter Ending June 27, 2026 (Form 10-Q)

currently available to management. These forward-looking statements are subject to numerous risks and uncertainties, including the risks and uncertainties described under the section titled "Risk Factors" in our Fiscal 2026 10-K, and those identified in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in an evolving environment. New risks and uncertainties emerge from time to time and it is not possible for our management to predict all risks and uncertainties, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ materially from those contained in any forward-looking statement. We qualify all of our forward-looking statements by these cautionary statements.

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We caution you that the risks and uncertainties identified by us may not be all of the factors that are important to you. Furthermore, the forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments that we may make. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as otherwise required by law.

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Our business and opportunities for growth depend on consumer discretionary spending, and as such, our results are particularly sensitive to economic conditions and consumer confidence. Inflation, tariff and import/export regulations, and other challenges affecting the global economy could impact our operations and will depend on future developments, which are uncertain. For further discussion of the uncertainties and business risks affecting the Company, see Item 1A, Risk Factors, of our Fiscal 2026 10-K.

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Overview

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We believe that Boot Barn is the largest lifestyle retail chain devoted to western and work-related footwear, apparel, and accessories in the U.S. As of June 27, 2026, we operated 566 stores in 49 states, as well as our e-commerce websites consisting primarily of bootbarn.com, sheplers.com, countryoutfitter.com, idyllwind.com, and third-party marketplaces, as well as the Boot Barn app. Our product offering is anchored by an extensive selection of western and work boots and is complemented by a wide assortment of coordinating apparel and accessories. Our stores, which are typically freestanding or located in strip centers, average 11,400 selling square feet and feature a comprehensive assortment of brands and styles, coupled with attentive, knowledgeable store associates. Many of the items that we offer are basics or necessities for our customers' daily lives and typically represent enduring styles that are not meaningfully impacted by changing fashion trends.

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We strive to offer an authentic, one-stop shopping experience that fulfills the everyday lifestyle needs of our customers and, as a result, many of our customers make purchases in both the western and work wear sections of our stores. We target a broad and growing demographic, ranging from passionate western and country enthusiasts, to workers seeking dependable, high-quality footwear and apparel. Our broad geographic footprint, which comprises more than four times as many stores as our nearest direct competitor that sells primarily western and work wear, provides us with significant economies of scale, enhanced supplier relationships, the ability to recruit and retain high quality store associates, and the ability to reinvest in our business at levels that we believe exceed those of our competition.

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How We Assess the Performance of Our Business

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In assessing the performance of our business, we consider a variety of performance and financial measures. The key indicators we use to evaluate the financial condition and operating performance of our business are net sales and gross profit. In addition, we also review other important metrics, such as same store sales, new store openings, selling, general and administrative ("SG&A") expenses, operating income, and net income.

Net sales

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Net sales reflect revenue from the sale of our merchandise at retail locations, as well as sales of merchandise through our e-commerce platform. We recognize revenue upon the purchase of merchandise by customers at our stores and upon delivery of the product in the case of our e-commerce websites. Net sales also include shipping and handling fees for e-commerce shipments that have been delivered to our customers. Net sales are net of returns on sales during the period, as

well as an estimate of returns and award redemptions expected in the future stemming from current period sales. Revenue from the sale of gift cards is deferred until the gift cards are used to purchase merchandise.

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Our business is moderately seasonal and, as a result, our revenues fluctuate from quarter to quarter. In addition, our revenues in any given quarter can be affected by a number of factors, including the timing of holidays and weather patterns. The third quarter of our fiscal year, which includes the Christmas shopping season, has historically produced higher sales and disproportionately higher operating results than the other quarters of our fiscal year. However, neither the western nor the work component of our business has been meaningfully impacted by fashion trends or seasonality historically. We believe that many of our customers are driven primarily by utility and brand, and our best-selling styles.

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Same store sales

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The term "same store sales" generally refers to net sales from stores that have been open at least 13 full fiscal months ("comparable stores") as of the end of the current reporting period, although we include or exclude stores from our calculation of same store sales in accordance with the following additional criteria:

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If the criteria described with respect to acquired stores above are met, then all net sales of an acquired store, excluding those net sales before our acquisition of that store, are included for the period presented. However, when an acquired store is included for the period presented, the net sales of such acquired store for periods before its acquisition are included (to the extent relevant) for purposes of calculating "same store sales growth" and illustrating the comparison between the applicable periods. Pre-acquisition net sales numbers are derived from the books and records of the acquired company, as prepared prior to the acquisition, and are not independently verified by us.

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In addition to retail store sales, same store sales also include e-commerce sales, e-commerce shipping and handling revenue, and actual retail store or e-commerce sales returns. Sales as a result of an e-commerce asset acquisition are excluded from same store sales until the 13th full fiscal month subsequent to the Company's acquisition of such assets.

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Measuring the change in year-over-year same store sales allows us to evaluate how our store base is performing. Numerous factors affect our same store sales, including:

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Opening new stores is an important part of our growth strategy, and we anticipate that a percentage of our net sales in the near future will come from stores not included in our same store sales calculation. Accordingly, same store sales are only one measure that we use to assess the success of our business and growth strategy. Some of our competitors and

other retailers may calculate "same" or "comparable" store sales differently than we do. As a result, data in this Quarterly Report on Form 10-Q regarding our same store sales may not be comparable to similar data made available by other retailers.

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New store openings

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New store openings reflect the number of stores, excluding acquired stores, that are opened during a particular reporting period. In connection with opening new stores, we incur pre-opening costs. Pre-opening costs consist of costs incurred prior to opening a new store and primarily consist of manager and other employee payroll, travel and training costs, marketing expenses, initial opening supplies, and costs of transporting initial inventory and certain fixtures to store locations, as well as occupancy costs incurred from the time that we take possession of a store site to the opening of that store. Occupancy costs are included in cost of goods sold, and the other pre-opening costs are included in SG&A expenses. All of these costs are expensed as incurred.

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New stores often open with a period of high sales levels, which subsequently decrease to normalized sales volumes. In addition, we experience typical inefficiencies in the form of higher labor, advertising, and other direct operating expenses, and as a result, store-level profit margins at our new stores are generally lower during the start-up period of operation. The number and timing of store openings has had, and is expected to continue to have, a significant impact on our results of operations. In assessing the performance of a new store, we review its actual sales against the sales that we projected that store to achieve at the time we initially approved its opening. We also review the actual number of stores opened in a fiscal year against the number of store openings that we included in our budget at the beginning of that fiscal year.

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Gross profit

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Gross profit is equal to our net sales less our merchandise cost of goods sold, and buying, occupancy, and distribution center expenses. Merchandise cost, cost of goods sold includes the cost of merchandise, inbound and outbound freight, obsolescence and shrinkage provisions, supplier allowances, and inventory acquisition-related costs. Buying, occupancy, and distribution center expenses include store and distribution center occupancy costs (including rent, depreciation, and utilities), occupancy-related taxes, and compensation costs for merchandise purchasing, exclusive brand design and development, sourcing, and distribution center personnel, and other inventory acquisition-related costs, and other inventory acquisition-related costs. These costs are significant and can be expected to continue to increase as we grow. The components of our reported cost of goods sold may not be comparable to those of other retail companies, including our competitors.

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Our gross profit generally follows changes in net sales. We regularly analyze the components of gross profit, as well as gross profit as a percentage of net sales. Specifically, we examine the initial markup on purchases, markdowns and reserves, shrinkage, buying costs, distribution costs, and occupancy costs. Any inability to obtain acceptable levels of initial markups, or a significant increase in our use of markdowns or in inventory shrinkage, or a significant increase in freight and other inventory acquisition costs, could have an adverse impact on our gross profit and results of operations.

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Gross profit is also impacted by shifts in the proportion of sales of our exclusive brand products compared to third-party brand products, as well as by sales mix shifts within and between brands and between major product categories such as footwear, apparel, or accessories.

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Selling, general and administrative expenses

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Our SG&A expenses are composed of labor and related expenses, other operating expenses and general and administrative expenses not included in cost of goods sold. Specifically, our SG&A expenses include the following:

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The components of our SG&A expenses may not be comparable to those of our competitors and other retailers. We expect our SG&A expenses will increase in future periods as a result of incremental stock-based compensation, legal, and accounting and other compliance-related expenses and increases resulting from growth in the number of our stores.

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Critical Accounting Policies and Estimates

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The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, as well as the related disclosures of contingent assets and liabilities at the date of the financial statements. A summary of our significant accounting policies is included in Note 2 to the Company's consolidated financial statements included in the Fiscal 2026 10-K.

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Certain of our accounting policies and estimates are considered critical, as these policies and estimates are the most important to the depiction of our consolidated financial statements and require significant, difficult, or complex judgments, often about the effect of matters that are inherently uncertain. Such policies are summarized in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of our Fiscal 2026 10-K. As of the date of this filing, there were no significant changes to any of the critical accounting policies and estimates described in the Fiscal 2026 10-K.

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Tariff Refund Policy

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On February 20, 2026, the United States Supreme Court issued a ruling that tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") on goods imported into the United States were unauthorized. Following this ruling, and effective on April 20, 2026, the United States Customs and Border Protection ("CBP") launched a platform for importers of record to begin submitting IEEPA tariff refund requests. A portion of entries on which IEEPA tariffs were paid are not currently subject to refunds, and the U.S. government is challenging the Court of International Trade's ability to order that CBP issue refunds with interest on certain finally liquidated entries absent importer-specific litigation.

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The Company has applied a gain contingency model in accordance with ASC 450-30, "Gain Contingencies" to account for potential recoveries of previously paid IEEPA tariffs. Under this model, a gain contingency is not recognized in the financial statements until the gain is realized or realizable. Any refunds, when recognized, are reflected as a reduction of Inventories on the Condensed Consolidated Balance Sheets to the extend the related goods remain on hand, or as a reduction of Cost of goods sold in the Condensed Consolidated Statements of Operations for amounts related to goods already sold.

During the thirteen weeks ended June 27, 2026, the Company recognized $17.3 million of realized or realizable IEEPA tariff refunds. Of this amount, $2.6 million was recorded as a reduction of Inventories and $14.7 million was recorded as a reduction of Cost of goods sold.

As of June 27, 2026, $1.1 million had been received and $16.2 million is recorded in Accounts receivable, net.

Results of Operations

We operate on a fiscal calendar that results in a 52- or 53-week fiscal year 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 fiscal 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.

The following table summarizes key components of our results of operations for the periods indicated, both in dollars and as a percentage of our net sales:

Thirteen Weeks Ended June 27, 2026 Compared to Thirteen Weeks Ended June 28, 2025

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Net sales. Net sales increased $89.4 million, or 17.7%, to $593.5 million for the thirteen weeks ended June 27, 2026 from $504.1 million for the thirteen weeks ended June 28, 2025. Consolidated same store sales increased 4.7%. Excluding the impact of the 13.4% increase in e-commerce same store sales, same store sales increased by 3.8%. The increase in net sales was the result of incremental sales from new stores and the increase in consolidated same store sales.

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Gross profit. Gross profit increased $42.7 million, or 21.6%, to $239.9 million for the thirteen weeks ended June 27, 2026 from $197.2 million for the thirteen weeks ended June 28, 2025. As a percentage of net sales, gross profit increased by 130 basis points to 40.4% for the thirteen weeks ended June 27, 2026 from 39.1% for the thirteen weeks ended June 28, 2025. Included in gross profit is $14.7 million of tariff refunds recognized in cost of goods sold during the current-year period. The remaining increase was driven by an increase in sales, partially offset by the occupancy costs of new stores. The 130 basis-point increase in gross profit rate was driven primarily by a 220 basis-point increase in merchandise margin rate partially offset by 90 basis points of deleverage in buying, occupancy and distribution center costs. The 220 basis-point increase in merchandise margin rate was primarily driven by a 250 basis-point of benefit from tariff refunds recognized during the current-year period and 60 basis points of product margin expansion, partially offset by a 90 basis-point decrease due to higher freight expense in the current-year period. The deleverage in buying, occupancy and distribution center costs was driven by the occupancy costs of new stores.

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Selling, general and administrative expenses. SG&A expenses increased $22.9 million, or 18.1%, to $149.4 million for the thirteen weeks ended June 27, 2026 from $126.5 million for the thirteen weeks ended June 28, 2025. The increase in SG&A expenses compared to the prior-year period was primarily the result of higher store payroll and store-related

expenses associated with operating more stores, corporate general and administrative expenses, and marketing expenses in the current-year period. As a percentage of net sales, SG&A deleveraged by 10 basis points to 25.2% compared to 25.1% in the prior-year period, primarily as a result of the timing of marketing expenses.

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Income from operations. Income from operations increased $19.8 million, or 28.0%, to $90.5 million for the thirteen weeks ended June 27, 2026 from $70.7 million for the thirteen weeks ended June 28, 2025. The increase in income from operations was attributable to the factors noted above. As a percentage of net sales, income from operations was 15.3% and 14.0% for the thirteen weeks ended June 27, 2026 and June 28, 2025, respectively.

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Interest expense. Interest expense was $0.3 million for both the thirteen weeks ended June 27, 2026 and June 28, 2025.

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Income tax expense. Income tax expense was $22.3 million for the thirteen weeks ended June 27, 2026 compared to $17.9 million for the thirteen weeks ended June 28, 2025. Our effective tax rate was 24.1% and 25.1% for the thirteen weeks ended June 27, 2026 and June 28, 2025, respectively. The income tax rate for the thirteen weeks ended June 27, 2026 was lower than the income tax rate for the thirteen weeks ended June 28, 2025, primarily due to a higher income tax benefit from income tax accounting for stock-based compensation in the current-year period.

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Net income. Net income was $70.1 million for the thirteen weeks ended June 27, 2026 compared to $53.4 million for the thirteen weeks ended June 28, 2025. The increase in net income was primarily attributable to the factors noted above.

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Store Operating Data:

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The following table presents store operating data for the periods indicated:

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Liquidity and Capital Resources

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We rely on cash flows from operating activities and our credit facility as our primary sources of liquidity. Our primary cash needs are for inventories, operating expenses, occupancy expenses, capital expenditures associated with opening new stores and remodeling or refurbishing existing stores, improvements to our distribution facilities, marketing and information technology expenditures, debt service, and taxes. We have historically used cash for acquisitions and the subsequent rebranding and integration of the stores acquired in those acquisitions. In addition to cash and cash equivalents, the most significant components of our working capital are accounts receivable, inventories, accounts payable, and accrued expenses and other current liabilities. We also use cash to repurchase shares of our common stock under our authorized Repurchase Program. We believe that cash flows from operating activities and the availability of cash under our credit facility will be sufficient to cover working capital requirements, anticipated capital expenditures, and other anticipated cash needs for at least the next 12 months from the date of this filing.

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Our liquidity is moderately seasonal. Our cash requirements generally increase in our third fiscal quarter as we increase our inventory in advance of the Christmas shopping season.

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Our primary ongoing sources of liquidity include funds provided by operations and borrowings under our revolving credit facility. We expect our cash from operations will continue to be sufficient to support our operations and anticipated capital expenditures for the foreseeable future. We estimate that our capital expenditures in fiscal 2027 will be between approximately $125.0 million and $130.0 million (including the capital expenditures made during the thirteen weeks ended June 27, 2026), which is net of estimated landlord tenant allowances of $47.6 million. We anticipate that we will use cash flows from operations to fund these expenditures.

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Wells Fargo Revolver

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Under that certain Credit Agreement, dated as of June 29, 2015, by and among Wells Fargo Bank, National Association as agent ("Wells Fargo"), the lenders party thereto (collectively, the "Lenders"), Boot Barn, Inc. and Sheplers, LLC (together, the "Borrowers"), and the Company and Sheplers Holding LLC (together, the "Guarantors" and, together with Wells Fargo, the Lenders, and the Borrowers, the "Credit Agreement Parties") (as amended by Amendment No. 1 to Credit Agreement, dated as of January 25, 2017, Amendment No. 2 to Credit Agreement and Amendment No. 1 to Collateral Agreement, dated as of May 26, 2017, Amendment No. 3 to Credit Agreement, dated as of as of June 6, 2019, Amendment No. 4 to Credit Agreement and Amendment No. 2 to Collateral Agreement, dated as of July 11, 2022 and Amendment No. 5 to Credit Agreement, dated as of March 11, 2026, the "Credit Agreement"), the Company had a $250.0 million syndicated senior secured asset-based revolving credit facility (the "Wells Fargo Revolver"). Under the Wells Fargo Revolver, the sublimit for letters of credit is $10.0 million, and the maturity date was July 11, 2027. On July 28, 2026, the Credit Agreement Parties and certain new lenders named therein entered into Amendment No. 6 to Credit Agreement (the "Credit Agreement Amendment") to, among other things, increase the Wells Fargo Revolver to $500.0 million and extend the maturity date to July 28, 2031. For additional information regarding the Credit Agreement Amendment, see Note 11, "Subsequent Events."

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Revolving credit loans under the Wells Fargo Revolver bear interest at per annum rates equal to, at the Company's option, either (i) Adjusted Term Secured Overnight Financing Rate (defined as "Term SOFR" for the applicable interest period plus a fixed credit spread adjustment of 0.10%) plus an applicable margin for Term SOFR loans, or (ii) the base rate plus an applicable margin for base rate loans. The base rate is calculated at the highest of (a) the federal funds rate plus 0.5%, (b) the Wells Fargo prime rate, and (c) Term SOFR for a one-month tenor in effect on such day plus 1.0%. The applicable margin is calculated based on a pricing grid that in each case is linked to quarterly average excess availability. For Term SOFR loans, the applicable margin ranges from 1.00% to 1.25%, and for base rate loans it ranges from 0.00% to 0.25%. The interest on base rate loans under the Wells Fargo Revolver is payable in quarterly installments ending on the maturity date and for Term SOFR loans is payable on the earlier of the last day of each interest period applicable thereto, or on each three-month interval of such interest period. The Company also pays a commitment fee of 0.25% per annum of the actual daily amount of the unutilized revolving loans.

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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.

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The amounts outstanding under the Wells Fargo Revolver and letter of credit commitments as of both June 27, 2026 and March 28, 2026 were zero and $4.0 million, respectively. Total interest expense incurred on the Wells Fargo Revolver during the thirteen weeks ended June 27, 2026 was $0.2 million and the weighted average interest rate for the thirteen weeks ended June 27, 2026 was 6.8%. Total interest expense incurred on the Wells Fargo Revolver during the thirteen weeks ended June 28, 2025 was $0.2 million, and the weighted average interest rate for the thirteen weeks ended June 28, 2025 was 7.5%.

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All obligations under the Wells Fargo Revolver are unconditionally guaranteed by the Company and each of its direct and indirect domestic subsidiaries (other than certain immaterial subsidiaries), which are not named as borrowers under the Wells Fargo Revolver.

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The Wells Fargo Revolver contains customary provisions relating to mandatory prepayments, restricted payments, voluntary payments, affirmative and negative covenants, and events of default. In addition, the terms of the Wells Fargo Revolver require the Company to maintain, on a consolidated basis, a Consolidated Fixed Charge Coverage Ratio (as defined in the Wells Fargo Revolver) of at least 1.00:1.00 during such times as a covenant trigger event shall exist. The Wells Fargo Revolver also requires the Company to pay additional interest of 2.0% per annum upon triggering certain specified events of default set forth therein. For financial accounting purposes, the requirement for the Company to pay a higher interest rate upon an event of default is an embedded derivative. As of June 27, 2026 and March 28, 2026, the fair value of this embedded derivative was estimated and was not significant.

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As of June 27, 2026, the Company was in compliance with the Wells Fargo Revolver debt covenants.

Cash Position and Cash Flow

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Cash and cash equivalents were $139.3 million as of June 27, 2026 compared to $141.0 million as of March 28, 2026.

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The following table presents summary cash flow information for the periods indicated below:

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Operating Activities

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Net cash provided by operating activities was $83.8 million for the thirteen weeks ended June 27, 2026. The significant components of cash flows provided by operating activities were net income of $70.1 million, the add-back of non-cash lease expense of $22.3 million, depreciation of $22.3 million, and stock-based compensation expense of $4.5 million. Accounts payable and accrued expenses and other current liabilities increased by $41.9 million due to the timing of payments. Inventory increased by $55.4 million as a result of an increase in purchases.

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Net cash provided by operating activities was $73.9 million for the thirteen weeks ended June 28, 2025. The significant components of cash flows provided by operating activities were net income of $53.4 million, the add-back of non-cash lease expense of $17.9 million, depreciation of $17.5 million, and stock-based compensation expense of $3.7 million. Accounts payable and accrued expenses and other current liabilities decreased by $6.5 million due to the timing of payments. Inventory increased by $26.9 million as a result of an increase in purchases.

Investing Activities

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Net cash used in investing activities was $51.1 million for the thirteen weeks ended June 27, 2026, which was primarily attributable to capital expenditures related to store construction.

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Net cash used in investing activities was $31.5 million for the thirteen weeks ended June 28, 2025, which was primarily attributable to capital expenditures related to store construction and investments in our new Store Support Center.

Financing Activities

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Net cash used in financing activities was $34.5 million for the thirteen weeks ended June 27, 2026. We paid $25.0 million to repurchase shares of our common stock under our authorized Repurchase Program and $9.5 million in taxes related to the vesting of restricted stock.

Net cash used in financing activities was $16.8 million for the thirteen weeks ended June 28, 2025. We paid $12.5 million to repurchase shares of our common stock under our authorized Repurchase Program and $4.2 million in taxes related to the vesting of restricted stock.