Boot Barn Holdings Inc.

05/20/2026 | Press release | Distributed by Public on 05/20/2026 18:35

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Love Michael A
2. Issuer Name and Ticker or Trading Symbol
Boot Barn Holdings, Inc. [BOOT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHIEF RETAIL OFFICER
(Last) (First) (Middle)
C/O BOOT BARN HOLDINGS, INC., 17100 LAGUNA CANYON ROAD
3. Date of Earliest Transaction (Month/Day/Year)
05/16/2026
(Street)
IRVINE, CA 92618
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/16/2026 F(1) 893 D $141.09 4,085 D
Common Stock 05/18/2026 A 4,076(2) A $ 0 10,221(3) D
Common Stock 05/19/2026 F(4) 810 D $141.54 5,333 D
Common Stock 05/20/2026 A(5) 13,544 A $ 0 18,877 D
Common Stock 05/20/2026 F(6) 5,330 D $142.27 13,547 D
Common Stock 8,163(7) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Love Michael A
C/O BOOT BARN HOLDINGS, INC.
17100 LAGUNA CANYON ROAD
IRVINE, CA 92618
CHIEF RETAIL OFFICER

Signatures

/s/ Michael A. Love 05/20/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On May 16, 2026, in connection with the vesting of shares underlying 2,866 previously disclosed restricted stock units, the issuer withheld 893 shares of common stock to satisfy withholding taxes due in connection with such vesting. Such shares had a market value of $141.09 per share, the closing price of the common stock on the first trading day following the vesting date. Amount of securities beneficially owned consists of the number of shares of common stock held by the reporting person as of May 16, 2026, including the shares awarded in connection with such vesting, but excluding any shares of common stock subject to further vesting conditions.
(2) Consists of shares underlying restricted stock units granted under the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan, subject to vesting over a three-year period in equal annual installments on each anniversary of the grant date.
(3) Consists of the total number of shares of common stock underlying restricted stock units held by the reporting person as of May 18, 2026 that remain subject to time-based vesting.
(4) On May 19, 2026, in connection with the vesting of shares underlying 2,058 previously disclosed restricted stock units, the issuer withheld 810 shares of common stock to satisfy withholding taxes due in connection with such vesting. Such shares had a market value of $141.54 per share, the closing price of the common stock on the vesting date. Amount of securities beneficially owned consists of the number of shares of common stock held by the reporting person as of May 19, 2026, including the shares awarded in connection with such vesting, but excluding any shares of common stock subject to further vesting conditions.
(5) Represents shares acquired by the reporting person through vesting upon the achievement of performance measures under performance share units ("PSUs") granted on May 19, 2023 under Boot Barn Holdings, Inc.'s 2020 Equity Incentive Plan. Amount of securities beneficially owned consists of the number of shares of common stock held by the reporting person as of May 20, 2026, including the shares awarded in connection with such vesting, but excluding any shares of common stock subject to further vesting conditions.
(6) On May 20, 2026, in connection with the vesting of the PSUs referred to above, the issuer withheld 5,330 shares of common stock to satisfy withholding taxes due in connection with such vesting. Such shares had a market value of $142.27 per share, the closing price of the common stock on the vesting date. Amount of securities beneficially owned consists of the number of shares of common stock held by the reporting person as of May 20, 2026, including the shares awarded in connection with such vesting, but excluding any shares of common stock subject to further vesting conditions.
(7) Consists of the total number of shares of common stock underlying restricted stock units held by the reporting person as of May 20, 2026 that remain subject to time-based vesting.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Boot Barn Holdings Inc. published this content on May 20, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 21, 2026 at 00:36 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]