BOOT on NYSE

Boot Barn Holdings, Inc.

Boot Barn Holdings, Inc. is an American retail-shoe stores company based in Irvine, listed on NYSE (BOOT).2

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Last updated Oct 21, 2026.

Overview

$2.3BRevenue, fiscal 20263
$225.9MNet income, fiscal 20263

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  • TickerBOOT on NYSE2
  • IndustryRetail-Shoe Stores2
  • HeadquartersIrvine, United States2
  • Incorporated inDE4
  • Business address17100 Laguna Canyon Road, Irvine, Ca 926184
  • Filer categoryLarge accelerated filer4
  • Legal formCorporation2
  • LEI529900QE1BFMYA3N4E712
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressc/o CORPORATION SERVICE COMPANY, 251 LITTLE FALLS DRIVE, 19808 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 50674392

Our product offering is anchored by an extensive selection of western and work boots and is complemented by a wide assortment of coordinating apparel and accessories. Many of the items that we offer are basics or necessities for our customers’ daily lives and typically represent enduring styles that are not meaningfully impacted by changing fashion trends. Accordingly, a majority of our inventory is kept in stock through automated replenishment programs. Our boot selection, which comprises approximately one-third of each store’s selling square footage space, is merchandised on self-service fixtures, with western and work boots presented in separate sections, each arranged by size. This allows us to display the full breadth of our inventory and deliver a convenient shopping experience. We also carry market-leading assortments of denim, western shirts, cowboy hats, belts and belt buckles, …6 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

38.1%Gross margin3
13.3%Operating margin3
10.0%Net margin3
17.9%Revenue growth, 20263
17.1%Return on equity3
$126.3MFree cash flow3

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Cost of revenue62¢$1.4B
  • Selling, general and admin25¢$559.2M
  • Income tax3¢$74.7M
  • Profit10¢$225.9M

Out of $2.3B in revenue.3

Where each dollar of operating cash went, fiscal 2026

  • Capital spending59¢$178.6M
  • Share buybacks16¢$50.0M
  • Kept or used elsewhere25¢$76.3M

Out of $304.9M of cash from operations.3

Financial statements

Revenue78910113$2.3B in 2026+190% since 2019
0$1.0B$2.0B$3.0B2019: $776.9M$776.9M20192020: $845.6M$845.6M2020+9%2021: $893.5M$893.5M2021+6%2022: $1.5B$1.5B2022+67%2023: $1.7B$1.7B2023+11%2024: $1.7B$1.7B2024+1%2025: $1.9B$1.9B2025+15%2026: $2.3B$2.3B2026+18%
Gross profit78910113$858.4M in 2026+241% since 2019
0$250.0M$500.0M$750.0M$1.0B2019: $251.4M$251.4M20192020: $276.5M$276.5M2020+10%2021: $294.9M$294.9M2021+7%2022: $575.1M$575.1M2022+95%2023: $610.6M$610.6M2023+6%2024: $614.4M$614.4M2024+1%2025: $717.0M$717.0M2025+17%2026: $858.4M$858.4M2026+20%
Operating income78910113$299.1M in 2026+365% since 2019
0$100.0M$200.0M$300.0M2019: $64.3M$64.3M20192020: $73.7M$73.7M2020+15%2021: $86.3M$86.3M2021+17%2022: $258.3M$258.3M2022+199%2023: $231.8M$231.8M2023−10%2024: $198.2M$198.2M2024−14%2025: $239.4M$239.4M2025+21%2026: $299.1M$299.1M2026+25%
Net income78910113$225.9M in 2026+479% since 2019
0$100.0M$200.0M$300.0M2019: $39.0M$39.0M20192020: $47.9M$47.9M2020+23%2021: $59.4M$59.4M2021+24%2022: $192.4M$192.4M2022+224%2023: $170.6M$170.6M2023−11%2024: $147.0M$147.0M2024−14%2025: $180.9M$180.9M2025+23%2026: $225.9M$225.9M2026+25%

Every line of the income statement as filed: the last 3 fiscal years, latest first.3

Period ending2026-03-312025-03-312024-03-31
Net sales$2.3B$1.9B$1.7B
Cost of goods sold$1.4B$1.2B$1.1B
Gross profit$858.4M$717.0M$614.4M
Selling, general and administrative expenses$559.2M$477.7M$416.2M
Income from operations$299.1M$239.4M$198.2M
Interest expense$1.5M$1.5M$2.2M
Other income, net$3.0M$2.3M$1.4M
Income before income taxes$300.6M$240.1M$197.4M
Income tax expense$74.7M$59.2M$50.4M
Net income$225.9M$180.9M$147.0M
Basic (in dollars per share)$7.40$5.93$4.87
Diluted (in dollars per share)$7.35$5.88$4.80
Basic (in shares)30.5M shares30.5M shares30.2M shares
Diluted (in shares)30.7M shares30.8M shares30.6M shares

Compare Boot Barn Holdings, Inc. with another company

Corporate structure

Boot Barn Holdings, Inc. sits at the top of its group. 6 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Boot Barn Holdings, Inc.

  • VANGUARD CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G on Boot Barn Holdings, Inc., latest Apr 29, 2026
  • VANGUARD PORTFOLIO MANAGEMENT LLC Filed SCHEDULE 13G on Boot Barn Holdings, Inc., latest Apr 29, 2026
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Boot Barn Holdings, Inc., latest Mar 26, 2026 (5 filings since Feb 9, 2022)
  • BlackRock Filed SCHEDULE 13G/A on Boot Barn Holdings, Inc., latest Oct 17, 2025 (6 filings since Jan 26, 2022)
  • FMR LLC Filed SCHEDULE 13G/A on Boot Barn Holdings, Inc., latest Aug 6, 2025 (3 filings since Feb 12, 2025)
  • Wellington Management Company Filed SCHEDULE 13G/A on Boot Barn Holdings, Inc., latest May 12, 2025 (4 filings since Feb 9, 2024)
  • Capital World Investors Filed SC 13G/A on Boot Barn Holdings, Inc., latest Nov 13, 2024 (2 filings since Feb 9, 2024)
  • WASATCH ADVISORS LP Filed SC 13G/A on Boot Barn Holdings, Inc., latest Feb 9, 2024 (3 filings since Feb 10, 2022)
  • Boot Barn Holdings, Inc. Irvine, California, United States
    • Baskins Acquisition Holdings, LLC Subsidiary · Delaware, United States
    • Boot Barn, Inc. Subsidiary · Delaware, United States
    • RCC Western Stores, Inc. Subsidiary · South Dakota, United States
    • Sheplers Holdings LLC Subsidiary · Delaware, United States
    • Sheplers, LLC Subsidiary · Kansas, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Boot Barn Holdings, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$833.4M3 Mar 28, 2026$668.6M3 Mar 29, 2025+24.7%
Accumulated depreciation$319.3M3 Mar 28, 2026$246.5M3 Mar 29, 2025+29.5%
Property and equipment, net$514.1M3 Mar 28, 2026$422.1M3 Mar 29, 2025+21.8%
Finance-lease assets$7.0M3 Mar 28, 2026$7.8M3 Mar 29, 2025−9.6%
Operating-lease assets (leased space)$631.4M3 Mar 28, 2026$461.7M3 Mar 29, 2025+36.8%

Real estate and locations

ItemLatestA year beforeChange
Stores5393 Mar 28, 20264593 Mar 29, 2025+17.4%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$141.0M3 Mar 28, 2026$69.8M3 Mar 29, 2025+102.1%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$197.5M3 Mar 28, 2026$197.5M3 Mar 29, 20250%
Intangible assets, net (excluding goodwill)$59.0M3 Mar 28, 2026$58.7M3 Mar 29, 2025+0.5%
Indefinite-lived intangibles (excluding goodwill)$59.0M3 Mar 28, 2026$58.7M3 Mar 29, 2025+0.5%

Inventory

ItemLatestA year beforeChange
Inventory, total$844.6M3 Mar 28, 2026$747.2M3 Mar 29, 2025+13.0%

Properties, in its own words

Our Store Support Center, e-commerce operations and distribution centers are located in California, Kansas, and Missouri. As of March 28, 2026, our Store Support Center was located in Irvine, California, where we occupied a 116,261 square foot building. The lease will expire on March 31, 2034 and contains one option to renew for an additional five-year period.

In Fontana, California, we lease a 398,471 square foot distribution center that holds inventory to support our exclusive brand initiatives, bulk purchasing programs, event sales, new store openings, and our e-commerce business. Our existing lease expires October 31, 2031, and contains one option to renew for an additional five-year period.

The rest of Item 2

In Wichita, Kansas, we lease a 133,428 square foot distribution center to support our e-commerce business and 30,000 square feet of office space. This lease expires August 31, 2035 and contains four additional options to renew, each for a period of five years. We also lease an additional freestanding building in Wichita, Kansas, totaling 5,625 square feet. The building is being used as office and distribution center space to support our e-commerce business. The lease expires September 30, 2028 and does not contain an option to renew.

In Kansas City, Missouri, we lease a 459,680 square foot distribution center that holds inventory to support our exclusive brand initiatives, bulk purchasing programs, and our e-commerce business. Our lease expires December 31, 2032 and contains two options to renew, each for an additional five years.

Most of our stores are occupied under operating leases. The store leases generally have a base lease term of five or 10 years, with one or more renewal periods of five years, on average, exercisable at our option. Of the store leases that will reach their termination date during fiscal 2027, twelve of such leases do not contain an option to automatically extend the lease term. We are generally responsible for the payment of property taxes and insurance, utilities and common area maintenance fees.

Item 2 of the 10-K filed May 14, 2026.6

Leadership

Who has led Boot Barn Holdings, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (15)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Baskins Acquisition Holdings, LLC Delaware5
  • Boot Barn, Inc. Delaware5
  • RCC Western Stores, Inc. South Dakota5
  • Sheplers Holdings LLC Delaware5
  • Sheplers, LLC Kansas5

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Sep 14, 20268-K Regulation FD disclosure37
  2. Aug 27, 20268-K Executive or director change; Shareholder vote38
  3. Jul 29, 20268-K Entered a material agreement; Results of operations; New debt or obligation39
  4. May 14, 20268-K Results of operations; Regulation FD disclosure40
  5. Feb 4, 20268-K Results of operations; Regulation FD disclosure41
  6. Jan 9, 20268-K Results of operations; Regulation FD disclosure42
  7. Jan 5, 20268-K Executive or director change43
  8. Oct 29, 20258-K Results of operations; Regulation FD disclosure44
  9. Aug 28, 20258-K Shareholder vote45
  10. Jul 31, 20258-K Results of operations; Regulation FD disclosure46
  11. Jun 2, 20258-K Regulation FD disclosure47
  12. May 14, 20258-K Results of operations; Regulation FD disclosure48
  13. Nov 25, 2024New chief executive John Hazen becomes CEO16
  14. Oct 29, 2014New chief executive James Grant Conroy becomes CEO17

Calendar

Coming up

  1. Nov 4, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $1.37 a share, on Oct 29, 2025.49

When it reported results

  1. Jul 29, 2026Reported quarterly or annual results39
  2. May 14, 2026Reported quarterly or annual results40
  3. Feb 4, 2026Reported quarterly or annual results41
  4. Jan 9, 2026Reported quarterly or annual results42
  5. Oct 29, 2025Reported quarterly or annual results44
  6. Jul 31, 2025Reported quarterly or annual results46
  7. May 14, 2025Reported quarterly or annual results48
  8. Jan 30, 2025Reported quarterly or annual results50

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

309 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 42 major events, 169 insider forms, 25 large holders, 53 other. The latest 20:

  1. Sep 14, 20268-K EDGAR
  2. Aug 28, 2026S-8 POS EDGAR
  3. Aug 28, 2026S-8 EDGAR
  4. Aug 27, 20268-K EDGAR
  5. Jul 29, 202610-Q EDGAR
  6. Jul 29, 20268-K EDGAR
  7. Jul 16, 2026ARS EDGAR
  8. Jul 16, 2026DEFA14A EDGAR
  9. Jul 16, 2026DEF 14A EDGAR
  10. May 26, 20264 EDGAR
  11. May 26, 2026144 EDGAR
  12. May 20, 20264 EDGAR
  13. May 20, 20264 EDGAR
  14. May 20, 20264 EDGAR
  15. May 20, 20264 EDGAR
  16. May 20, 20264 EDGAR
  17. May 20, 20264 EDGAR
  18. May 20, 20264 EDGAR
  19. May 20, 20264 EDGAR
  20. May 20, 20264 EDGAR

The 309 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

49 open-market trades by officers, directors and large owners since October 2021: 6 buys and 43 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
May 26, 2026Kosoff Jonathon DavidCHIEF DIGITAL OFFICERSale230$160.31$36.9KForm 4
Feb 25, 2026Morris Brenda IDirectorSale1,000$197.74$197.7KForm 4
Dec 1, 2025Burt Gene EddieDirectorSale1,200$191.41$229.7KForm 4
Nov 3, 2025STARRETT PETERDirectorSale6,498$190.00$1.2MForm 4
Aug 26, 2025Grijalva Laurie MarieCHIEF MERCHANDISING OFFICERSale7,487$172.14$1.3MForm 4
Aug 21, 2025Morris Brenda IDirectorSale1,500$170.00$255.0KForm 4
May 23, 2025Love Michael ACHIEF RETAIL OFFICERSale4,154$155.34$645.3KForm 4
May 22, 2025Grijalva Laurie MarieCHIEF MERCHANDISING OFFICERSale2,438$160.67$391.7KForm 4
Jan 2, 2025Hazen JohnCHIEF EXECUTIVE OFFICERSale6,311$152.98$965.5KForm 4
Nov 11, 2024Conroy James GrantPRESIDENT AND CEOSale52,379$135.49$7.1MForm 4
Nov 8, 2024Conroy James GrantPRESIDENT AND CEOSale53,697$135.36$7.3MForm 4
Sep 10, 2024Watkins James MCFO & SECRETARYSale9,356$153.69$1.4MForm 4
Aug 30, 2024MACDONALD ANNEDirectorSale1,698$135.20$229.6KForm 4
May 23, 2024MACDONALD ANNEDirectorSale1,956$111.81$218.7KForm 4
May 23, 2024Morris Brenda IDirectorSale1,500$110.11$165.2KForm 4
May 23, 2024Love Michael ACHIEF RETAIL OFFICERSale1,079$110.21$118.9KForm 4
May 21, 2024Love Michael ACHIEF RETAIL OFFICERSale5,653$113.61$642.2KForm 4
May 17, 2024Hazen JohnCHIEF EXECUTIVE OFFICERSale3,563$113.21$403.4KForm 4
Feb 29, 2024Conroy James GrantPRESIDENT AND CEOSale19,478$92.38$1.8MForm 4
Feb 21, 2024Love Michael ACHIEF RETAIL OFFICERSale9,031$88.64$800.5KForm 4

All 49 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2026John Hazen50$894.2K$6.7M59
2026James M. Watkins51$640.1K$2.9M59
2026Laurie Grijalva68$563.3K$2.4M59
2026Michael A. Love65$524.2K$2.3M59
2026Jonathon Kosoff49$425.0K$1.6M59
2025Chief Executive Officer and Director$667.4K$3.6M59
2025Chief Financial Officer and Secretary$584.8K$2.7M59
2025Chief Merchandising Officer$546.2K$2.3M59
2025Chief Retail Officer$496.2K$2.2M59
2024Chief Executive Officer and Director$540.8K$1.9M59
2024Chief Financial Officer and Secretary$509.6K$1.8M59
2024Chief Merchandising Officer$519.6K$1.8M59
2024Chief Retail Officer$467.3K$1.7M59

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.5,117,359$840.6M0.0%+371,962
Vanguard Portfolio Management LLC1,714,848$281.7M0.0%+54,158
Fmr LLC1,601,125$263.0M0.0%+161,565
Vanguard Capital Management LLC1,370,088$225.1M0.0%+17,654
State Street Corp1,277,832$209.9M0.0%+59,810
Marshall Wace, Llp841,144$138.2M0.1%+498,177
Congress Asset Management Co797,619$131.0M0.8%+80,045
Geode Capital Management, LLC774,236$127.2M0.0%+43,799
Wellington Management Group Llp773,749$127.1M0.0%+84,250
Dimensional Fund Advisors LP668,232$109.8M0.0%+22,890
Goldman Sachs Group Inc606,314$99.6M0.0%+89,606
Invesco Ltd.554,617$91.1M0.0%−424,388
Franklin Resources Inc498,310$81.9M0.0%−23,214
Principal Financial Group Inc498,002$81.8M0.0%−38,518
Stephens Investment Management Group LLC485,103$79.7M0.9%+53,115
Westwood Holdings Group Inc414,092$68.0M0.5%+200,819
UBS Group AG413,857$68.0M0.0%+286,178
Northern Trust Corp380,347$62.5M0.0%+23,899
American Century Companies Inc379,719$62.4M0.0%−58,585
Qube Research & Technologies Ltd377,917$62.1M0.1%−51,832
Charles Schwab Investment Management Inc371,752$61.1M0.0%+4,844
Loomis Sayles & Co L P370,419$60.8M0.1%−13,437
Morgan Stanley355,545$58.4M0.0%−78,327
Gilder Gagnon Howe & Co LLC344,422$56.6M0.6%−3,365
Scopus Asset Management, L.P.340,785$56.0M1.3%New

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

5 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Jun 30, 2026Gilbert Ray Cisneros, Jr.Democratic, HouseBuy$1,001 - $15,000−29.3%Report
Mar 3, 2026Gilbert Ray Cisneros, Jr.Democratic, HouseBuy$1,001 - $15,000−48.3%Report
Jun 16, 2025Gilbert Ray Cisneros, Jr.Democratic, HousePartial sale$1,001 - $15,000+53.9%Report
Sep 25, 2024Josh GottheimerDemocratic, HousePartial sale$1,001 - $15,000+61.7%Report
Jun 6, 2024Josh GottheimerDemocratic, HousePartial sale$1,001 - $15,000+49.8%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Boot Barn Holdings, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBoot Barn Holdings, Inc.1
  • CIK0001610250
  • Employer ID (EIN)90-07762906
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company6
  • Incorporated inDelaware6
  • Fiscal year endsMarch 271
  • Industry code (SIC)5661 Retail-Shoe Stores1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business address17100 Laguna Canyon Road, Irvine, CA 926181
  • Phone949-453-44001
  • Shares outstanding30,284,844 as of Jul 24, 202614
  • Public float$3.9B as of Sep 27, 20256
  • AuditorDELOITTE & TOUCHE LLP, Costa Mesa, California PCAOB ID 34; it also attests to the company’s internal control over financial reporting6
  • On EDGAR sinceJun 13, 20141
  • Filings726 in all: 4 (341), 8-K (118), 10-Q (36), SC 13G/A (35), 144 (30), 3 (20), SC 13G (17), 10-K (12)1
    All 42 form types

    DEF 14A (12), DEFA14A (12), UPLOAD (11), CORRESP (9), SD (8), ARS (5), SCHEDULE 13G/A (5), 424B7 (4), 8-K/A (4), EFFECT (4), S-1/A (4), S-8 (4), SCHEDULE 13G (4), CT ORDER (3), DRSLTR (3), S-1 (3), 144/A (2), DRS/A (2), FWP (2), SC 13D/A (2), 4/A (1), 424B1 (1), 424B3 (1), 424B4 (1), 8-A12B (1), CERTNYS (1), D (1), DRS (1), POS AM (1), RW (1), S-1MEF (1), S-3 (1), S-8 POS (1), SC 13D (1)

  • Latest filingsAnnual report (10-K) May 14, 2026
    Quarterly report (10-Q) Jul 29, 2026
    Proxy statement (DEF 14A) Jul 16, 2026
    Latest 8-K (8-K) Sep 14, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.0001 par valueBOOTNew York Stock Exchange

From the cover page of the 10-K filed May 14, 2026 (Section 12(b) of the Exchange Act).6

Risk factors and legal proceedings

The risks Boot Barn Holdings, Inc. names in Item 1A of its 10-K filed May 14, 2026: 49 risks under these headings, as written.6

  • Macroeconomic and Industry Risks
  • Strategic Risks
  • Operational Risks
  • Legal, Tax, Regulatory and Compliance Risks
  • Risks Related To Ownership of Our Common Stock
  • Our sales could be severely impacted by decreases in consumer spending due to declines in consumer confidence or local economic conditions.
  • Most of our merchandise is produced in foreign countries, making the price and availability of our merchandise susceptible to international trade risks and other international conditions, including the impact of the imposition, modification, or threat of imposition of new or increased tariffs by the U.S. or foreign governments, supply chain disruptions, and geopolitical tensions.
  • We face intense competition in our industry, and we may be unable to compete effectively.
  • Our sales can significantly fluctuate based upon shopping seasons, which may cause our results of operations to fluctuate disproportionately on a quarterly basis.
  • We buy and stock merchandise based upon seasonal weather patterns and therefore unseasonable or extreme weather could negatively impact our sales, financial condition and results of operations.
  • The impact of war, acts of terrorism, mass casualty events, geopolitical tension, social unrest, civil disturbance or disobedience could have a material adverse impact on our business.
  • While we historically have not been materially impacted by changes in consumer preferences, the retail footwear and apparel business can fluctuate according to changes in consumer preferences.
The other 42 risks
  • The concentration of our stores and operations in certain geographic locations subjects us to regional economic conditions and natural disasters that could adversely affect our business.
  • Our failure to adapt to new challenges that arise when expanding into new geographic markets could adversely affect our ability to profitably operate those stores and maintain our brand image.
  • Our continued growth depends upon successfully opening new stores, and our failure to successfully open new stores could negatively affect our business and stock price.
  • As we expand our business, we may be unable to generate significant amounts of cash from operations.
  • Our efforts to continue to improve and expand our exclusive product offerings may be unsuccessful, and implementing these efforts may divert our operational, managerial, financial and administrative resources, which could harm our competitive position and reduce our revenue and profitability.
  • Any inability to balance our exclusive brand merchandise with the third-party branded merchandise that we sell may have an adverse effect on our net sales and gross profit.
  • We may engage in strategic transactions that could negatively impact our liquidity, increase our expenses and present significant distractions to our management.
  • Use of social media may adversely impact our reputation or subject us to fines or other penalties.
  • If we fail to obtain and retain high-visibility sponsorship or endorsement arrangements with celebrities, or if the reputation of any of the endorsers that we partner with is impaired, our business may suffer.
  • Our business largely depends on a strong brand image, and if we are unable to maintain and enhance our brand image, particularly in new markets where we have limited brand recognition, we may be unable to increase or maintain our level of sales.
  • Our management information systems and databases could be disrupted by system security failures, cyber threats or by the failure of, or lack of access to, our Enterprise Resource Planning system. These disruptions could negatively impact our sales, increase our expenses, subject us to liability and/or harm our reputation.
  • We may be unable to maintain same store sales or net sales per square foot, which may cause our results of operations to decline.
  • Any significant change in our distribution model could initially have an adverse impact on our cash flows and results of operations.
  • If we fail to maintain good relationships with our suppliers or if our suppliers are unable or unwilling to provide us with sufficient quantities of merchandise at acceptable prices, our business and operations may be adversely affected.
  • A rise in the cost of fabric, raw materials, labor or transportation due to inflation, trade relations, or otherwise could increase our cost of merchandise and cause our results of operations and margins to decline.
  • We purchase merchandise based on sales projections and our purchase of too much or too little inventory may adversely affect our overall profitability.
  • The rapid development and adoption of AI technologies, including AI-driven search tools, may adversely affect our product visibility, competitive position and results of operations.
  • Failure to protect our inventory from theft and loss may adversely affect our results of operations.
  • We are subject to payment-related risks that could increase our operating costs, expose us to fraud or theft, subject us to potential liability and potentially disrupt our business.
  • If our management information systems fail to operate or are unable to support our growth, our operations could be disrupted.
  • If we cannot attract, train and retain qualified employees, our business could be adversely affected.
  • If we lose key management personnel, our operations could be negatively impacted.
  • We are required to make significant lease payments for our stores, Store Support Center and distribution centers, which may strain our cash flow.
  • If our suppliers and manufacturers fail to use acceptable labor or other practices, our reputation may be harmed, which could negatively impact our business.
  • Our e-commerce businesses subject us to numerous risks that could have an adverse effect on our results of operations.
  • We rely on third parties to drive traffic to our platform, and these providers may change their algorithms or pricing, or may be subject to new laws and regulations, in ways that could negatively affect our business, financial condition, cash flows, and results of operations.
  • Our failure to maintain adequate internal controls over our financial and management systems may cause errors in our financial reporting. These errors may cause a loss of investor confidence and result in a decline in the price of our common stock.
  • If our goodwill, intangible assets or long-lived assets become impaired, we may be required to record a significant charge to earnings.
  • Changes in tariff policy regarding merchandise produced in, and raw materials sourced from, certain countries have and could continue to adversely affect our business.
  • The adoption of new tax legislation or fluctuations in our tax obligations and effective tax rate may result in volatility in our results of operations could have a material adverse impact on our business.
  • Our revolving credit facility contains restrictions and limitations that could significantly impact our ability to operate our business.
  • Union attempts to organize our employees could negatively affect our business.
  • Increases in labor costs, including wages, could adversely impact our operational results, financial condition and results of operations.
  • We may be subject to liability if we, or our suppliers, infringe upon the intellectual property rights of third parties.
  • Violations of or changes in laws, including employment laws and laws related to our merchandise, could make conducting our business more expensive or change the way we do business.
  • If we are unable to protect our intellectual property rights, our financial results may be negatively impacted.
  • Issues with merchandise safety could damage our reputation, sales and financial results.
  • Litigation costs and the outcome of litigation could have a material adverse effect on our business.
  • Risks Related to Ownership of Our Common Stock
  • The market price and trading volume of our common stock have been and may continue to be volatile, which could result in rapid and substantial losses for our stockholders, who may lose all or part of their investment.
  • Anti-takeover provisions in our corporate organizational documents and current credit facility and under Delaware law may delay, deter or prevent a takeover of us and the replacement or removal of our management, even if such a change of control would benefit our stockholders.
  • If securities or industry analysts do not publish research and reports or publish inaccurate or unfavorable research and reports about our business, the price and trading volume of our common stock could decline.
  • We do not currently intend to pay cash dividends on our common stock, which may make our common stock less desirable to investors and decrease its value.

Legal proceedings

We are involved, from time to time, in litigation that is incidental to our business. We have reviewed these matters to determine if reserves are required for losses that are probable and reasonable to estimate in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 450, Contingencies. We evaluate such reserves, if any, based upon several criteria, including the merits of each claim, settlement discussions and advice from outside legal counsel, as well as indemnification of amounts expended by our insurers or others, if any.

During the normal course of our business, we have made certain indemnifications and commitments under which we may be required to make payments for certain transactions. These indemnifications include those given to various lessors in connection with facility leases for certain claims arising from such facility leases, and indemnifications to our directors and officers to the maximum extent permitted under the laws of the State of Delaware. The majority of these indemnifications and commitments do not provide for any limitation of the maximum potential future payments we could be obligated to make, and their duration may be indefinite. We have not recorded any liability for these indemnifications and commitments in the consolidated balance sheets as the impact is expected to be immaterial.

The opening of Item 3, Legal Proceedings.6

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