Boot Barn CEO reports stock awards, tax withholding

Boot Barn Holdings, Inc. director and CEO John Hazen reported equity compensation-related activity in common stock.

Rhea-AI Filing Summary

Boot Barn Holdings, Inc. director and CEO John Hazen reported equity compensation-related activity in common stock. On May 18 and May 20, 2026, he acquired 16,834 and 13,544 shares, respectively, through vesting of restricted stock units and performance share units granted under the 2020 Equity Incentive Plan. On May 16, 19 and 20, the issuer withheld 3,055, 1,048 and 6,892 shares at prices around $141–$142 per share to cover withholding taxes on these vestings, which are not open-market sales. Following the most recent transaction on May 20, Hazen directly held 24,261 shares of common stock, in addition to unvested restricted stock units noted in the footnotes.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Hazen John

Role CHIEF EXECUTIVE OFFICER

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	13,544	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	6,892	$142.27	$981K
Exercise Price or Tax Liability	Common Stock	1,048	$141.54	$148K
Grant/Award	Common Stock	16,834	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	3,055	$141.09	$431K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 50,038 shares (Direct)

Footnotes (7)

1. F1. On May 16, 2026, in connection with the vesting of shares underlying 6,003 previously disclosed restricted stock units, the issuer withheld 3,055 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. F2. 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. F3. 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. F4. On May 19, 2026, in connection with the vesting of shares underlying 2,058 previously disclosed restricted stock units, the issuer withheld 1,048 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. F5. 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. F6. 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.
7. F7. 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.

Key Figures

Tax-withheld shares May 16, 2026: 3,055 shares at $141.09 Tax-withheld shares May 19, 2026: 1,048 shares at $141.54 Tax-withheld shares May 20, 2026: 6,892 shares at $142.27 +4 more

7 metrics

Tax-withheld shares May 16, 2026 3,055 shares at $141.09 Common stock withheld to satisfy withholding taxes upon RSU vesting

Tax-withheld shares May 19, 2026 1,048 shares at $141.54 Common stock withheld to satisfy withholding taxes upon RSU vesting

Tax-withheld shares May 20, 2026 6,892 shares at $142.27 Common stock withheld to satisfy withholding taxes upon PSU vesting

Shares acquired May 18, 2026 16,834 shares Common stock acquired via vesting of restricted stock units at $0.00

Shares acquired May 20, 2026 13,544 shares Common stock acquired via vesting of performance share units at $0.00

Tax-withholding total shares 10,995 shares Total shares withheld across three tax-withholding transactions

Shares held after latest transaction 24,261 shares Direct common stock holdings after May 20, 2026 transaction

Key Terms

restricted stock units, withholding taxes, performance share units ("PSUs"), 2020 Equity Incentive Plan, +1 more

5 terms

restricted stock units financial

"On May 16, 2026, in connection with the vesting of shares underlying 6,003 previously disclosed restricted stock units, the issuer withheld 3,055 shares..."

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.

withholding taxes financial

"the issuer withheld 3,055 shares of common stock to satisfy withholding taxes due in connection with such vesting."

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

performance share units ("PSUs") financial

"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..."

2020 Equity Incentive Plan financial

"performance share units ("PSUs") granted on May 19, 2023 under Boot Barn Holdings, Inc.'s 2020 Equity Incentive Plan."

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Boot Barn (BOOT) CEO John Hazen report in this Form 4?

CEO John Hazen reported stock compensation activity, including vested restricted and performance share units and related tax-withholding share dispositions. These events reflect equity awards converting into common shares rather than open-market buying or selling, and are part of his ongoing compensation structure.

How many Boot Barn shares did John Hazen acquire through awards?

John Hazen acquired 16,834 shares on May 18, 2026 and 13,544 shares on May 20, 2026 through vesting of restricted stock units and performance share units. These shares were granted at no cash cost as part of Boot Barn’s 2020 Equity Incentive Plan.

Were any of John Hazen’s Boot Barn share dispositions open-market sales?

The reported share disposals were tax-withholding transactions, not open-market sales. Boot Barn withheld 3,055, 1,048 and 6,892 shares on May 16, 19 and 20, 2026 to satisfy withholding taxes due upon vesting of equity awards at market-based share values.

How many Boot Barn shares does John Hazen hold after these transactions?

After the most recent reported transaction on May 20, 2026, John Hazen directly held 24,261 shares of Boot Barn common stock. Footnotes also reference additional restricted stock units that remain subject to time-based vesting conditions and are not yet fully vested common shares.

What equity plans are referenced in John Hazen’s Boot Barn Form 4 filing?

The filing references awards under the Boot Barn Holdings, Inc. 2020 Equity Incentive Plan. Vested restricted stock units and performance share units granted under this plan converted into common shares, while unvested restricted stock units continue to be subject to time-based vesting requirements described in the footnotes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/20/2026 - 08:35 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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
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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^*

Hazen John

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/16/2026		F(1)		3,055	D	$141.09	9,707	D
Common Stock	05/18/2026		A		16,834(2)	A	$0	34,727(3)	D
Common Stock	05/19/2026		F(4)		1,048	D	$141.54	10,717	D
Common Stock	05/20/2026		A(5)		13,544	A	$0	24,261	D
Common Stock	05/20/2026		F(6)		6,892	D	$142.27	17,369	D
Common Stock								32,669(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On May 16, 2026, in connection with the vesting of shares underlying 6,003 previously disclosed restricted stock units, the issuer withheld 3,055 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 1,048 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 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.

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/ John Hazen	05/20/2026
	** Signature of Reporting Person	Date
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)