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Boot Barn (NYSE: BOOT) CRO logs RSU and PSU vesting with tax share withholding

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Boot Barn Holdings, Inc. executive Michael A. Love reported equity compensation-related activity in common stock. Over May 16–20, 2026, restricted stock units and performance share units vested, increasing his direct holdings while shares were withheld to cover taxes.

On May 16 and 19, RSU vesting led to tax withholding of 893 and 810 shares of common stock, respectively, based on market values of $141.09 and $141.54 per share. On May 20, performance share units granted on May 19, 2023 vested, and the issuer withheld 5,330 shares at $142.27 per share for taxes.

Equity awards increased Love’s direct ownership through grants of 4,076 shares on May 18 and 13,544 shares on May 20 at no cash cost to him, with reported direct holdings reaching 18,877 shares of common stock after these transactions.

Positive

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Negative

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Insider Love Michael A
Role CHIEF RETAIL OFFICER
Type Security Shares Price Value
Grant/Award Common Stock 13,544 $0.00 --
Tax Withholding Common Stock 5,330 $142.27 $758K
Tax Withholding Common Stock 810 $141.54 $115K
Grant/Award Common Stock 4,076 $0.00 --
Tax Withholding Common Stock 893 $141.09 $126K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 18,877 shares (Direct, null)
Footnotes (1)
  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. 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. 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. 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. 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. 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. 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.
Tax withholding May 16, 2026 893 shares at $141.09 Shares withheld on RSU vesting
Tax withholding May 19, 2026 810 shares at $141.54 Shares withheld on RSU vesting
Tax withholding May 20, 2026 5,330 shares at $142.27 Shares withheld on PSU vesting
Equity award May 18, 2026 4,076 shares Grant/award acquisition of common stock
Equity award May 20, 2026 13,544 shares Grant/award acquisition tied to PSU vesting
Direct holdings after transactions 18,877 shares Common stock held after May 20, 2026
Total tax withholding shares 7,033 shares Sum of F-code dispositions for taxes
restricted stock units financial
"in connection with the vesting of shares underlying 2,866 previously disclosed restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance share units financial
"upon the achievement of performance measures under performance share units ("PSUs") granted on May 19, 2023"
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
2020 Equity Incentive Plan financial
"granted under the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan"
withheld 5,330 shares financial
"the issuer withheld 5,330 shares of common stock to satisfy withholding taxes"
vesting financial
"in connection with the vesting of the PSUs referred to above"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Love Michael A
(Last)(First)(Middle)
C/O BOOT BARN HOLDINGS, INC.
17100 LAGUNA CANYON ROAD
(Street)
IRVINE CALIFORNIA 92618
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Boot Barn Holdings, Inc. [ BOOT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
CHIEF RETAIL OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/16/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/16/2026F(1)893D$141.094,085D
Common Stock05/18/2026A4,076(2)A$010,221(3)D
Common Stock05/19/2026F(4)810D$141.545,333D
Common Stock05/20/2026A(5)13,544A$018,877D
Common Stock05/20/2026F(6)5,330D$142.2713,547D
Common Stock8,163(7)D
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
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.
/s/ Michael A. Love05/20/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did BOOT executive Michael A. Love report?

Michael A. Love reported RSU and PSU vesting, related share grants, and share withholding for taxes. Transactions between May 16–20, 2026 increased his equity holdings while the company withheld some shares to satisfy tax obligations tied to those vestings.

Were Michael A. Love’s BOOT stock transactions open-market buys or sells?

The reported BOOT transactions are equity grants and tax-related share withholding, not open-market purchases or sales. Shares were awarded through vesting of restricted and performance units, with a portion withheld by the issuer to cover associated tax liabilities.

How many BOOT shares were withheld for Michael A. Love’s taxes?

A total of 7,033 BOOT shares were withheld for taxes: 893 shares on May 16, 810 shares on May 19, and 5,330 shares on May 20, 2026. Each withholding corresponded to vesting of restricted or performance share units.

What equity awards did Michael A. Love receive from Boot Barn (BOOT)?

He received 4,076 BOOT shares on May 18, 2026 and 13,544 shares on May 20, 2026 through vesting of restricted stock units and performance share units under the company’s 2020 Equity Incentive Plan, with no cash purchase price reported.

What are RSUs and PSUs mentioned in BOOT’s insider filing?

RSUs and PSUs are stock-based awards that convert into shares when vesting conditions are met. In this BOOT filing, time-based RSUs and performance-based PSUs vested, resulting in share delivery to Michael A. Love and tax-related share withholding by the issuer.

How many BOOT shares did Michael A. Love hold after these transactions?

Following the May 20, 2026 transactions, Michael A. Love was reported to directly hold 18,877 shares of Boot Barn common stock. This figure reflects shares received from vesting awards, net of shares withheld by the issuer for tax obligations.