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  4. [Form 4] Boot Barn Holdings, Inc. Insider Trading Activity

Boot Barn (NYSE: BOOT) CFO reports stock awards and tax share withholding

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

Rhea-AI Filing Summary

Boot Barn Holdings, Inc. CFO and Secretary James M. Watkins reported equity compensation activity and related tax withholding in company stock. On May 18, 2026, he received 4,607 shares of common stock underlying restricted stock units that vest in equal annual installments over three years.

On May 20, 2026, he acquired 13,544 shares of common stock through vesting of performance share units granted on May 19, 2023. In connection with this vesting, the company withheld 6,892 shares at a market value of $142.27 per share to cover tax obligations, which is a non-market, tax-withholding disposition rather than an open-market sale.

Following these compensation-related transactions, Watkins directly held 32,723 shares of Boot Barn common stock, excluding any shares still subject to future vesting conditions. The filing does not show any open-market purchases or sales by the CFO.

Positive

  • None.

Negative

  • None.
Insider Watkins James M
Role CFO & SECRETARY
Type Security Shares Price Value
Grant/Award Common Stock 13,544 $0.00 --
Tax Withholding Common Stock 6,892 $142.27 $981K
Grant/Award Common Stock 4,607 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 32,723 shares (Direct, null)
Footnotes (1)
  1. 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. 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 6,892 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.
RSU grant shares 4,607 shares Restricted stock units granted May 18, 2026, vesting over three years
PSU vesting shares 13,544 shares Shares acquired upon performance share unit vesting on May 20, 2026
Shares withheld for taxes 6,892 shares Withheld on May 20, 2026 to cover tax obligations
Tax withholding share price $142.27 per share Closing price on May 20, 2026 used to value withheld shares
Shares held after transactions 32,723 shares Common stock directly held by CFO after May 20, 2026 activity
Shares held as of May 18, 2026 10,108 shares Common stock directly held before RSU grant on May 18, 2026
restricted stock units financial
"Consists of shares underlying restricted stock units granted under the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan"
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
"vesting 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 on May 19, 2023 under Boot Barn Holdings, Inc.'s 2020 Equity Incentive Plan"
withheld 6,892 shares financial
"the issuer withheld 6,892 shares of common stock to satisfy withholding taxes"
time-based vesting financial
"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"
Time-based vesting is a schedule that gives employees or contractors ownership of granted stock or options gradually as they remain with a company, like unlocking rewards in a loyalty program the longer you stick around. For investors, it matters because it affects future share supply, management incentives and staff retention — all of which can influence company performance and dilution of existing shareholders.
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*
Watkins James M
(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)
CFO & SECRETARY
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026		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 Stock05/18/2026A4,607(1)A$012,166(2)D
Common Stock05/20/2026A(3)13,544A$032,723D
Common Stock05/20/2026F(4)6,892D$142.2725,831D
Common Stock10,108(5)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. 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.
2. 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.
3. 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.
4. On May 20, 2026, in connection with the vesting of the PSUs referred to above, the issuer withheld 6,892 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.
5. 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/ James M. Watkins05/20/2026
** 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 activity did Boot Barn (BOOT) report for CFO James M. Watkins?

Boot Barn reported equity compensation activity for CFO James M. Watkins, including restricted stock units and performance share units vesting, plus share withholding to cover taxes. These were compensation-related entries, not open-market share purchases or sales.

How many Boot Barn (BOOT) shares were granted or vested for the CFO?

James M. Watkins received 4,607 shares underlying new restricted stock units on May 18, 2026 and 13,544 shares through performance share unit vesting on May 20, 2026. These awards were granted under Boot Barn’s 2020 Equity Incentive Plan.

Why were 6,892 Boot Barn (BOOT) shares withheld from the CFO?

Boot Barn withheld 6,892 shares of common stock from James M. Watkins on May 20, 2026 to satisfy withholding taxes due upon performance share unit vesting. The withheld shares were valued at $142.27 each, based on the closing market price that day.

Did the Boot Barn (BOOT) CFO sell any shares on the open market in this Form 4?

The Form 4 shows no open-market purchases or sales by the CFO. It records equity awards vesting and shares withheld to pay taxes, which are non-market, compensation-related transactions rather than discretionary stock trades in the open market.

How many Boot Barn (BOOT) shares does the CFO own after these transactions?

After the reported equity award vesting and tax withholding, James M. Watkins directly held 32,723 shares of Boot Barn common stock. This figure includes newly awarded shares but excludes any additional shares still subject to time-based vesting conditions.

What plans governed the Boot Barn (BOOT) CFO’s equity awards in this filing?

The equity awards for James M. Watkins were granted under Boot Barn Holdings, Inc.’s 2020 Equity Incentive Plan. They include restricted stock units that vest over three years and performance share units that vested based on achieving specified performance measures.