05/20/2026 | Press release | Distributed by Public on 05/20/2026 18:35
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FORM 4
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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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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Love Michael A C/O BOOT BARN HOLDINGS, INC. 17100 LAGUNA CANYON ROAD IRVINE, CA 92618 |
CHIEF RETAIL OFFICER | |||
| /s/ Michael A. Love | 05/20/2026 | |
| **Signature of Reporting Person | Date |
| * | 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. |