Boot Barn Holdings,Inc. (NYSE:BOOT) Files An 8-K Other Events
Item 8.01 Other Events

On January17, 2018, Boot Barn Holdings,Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, J.P. Morgan Securities LLC, Piper Jaffray& Co. and Jefferies LLC, as representatives of the several underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), and the selling stockholders named in Schedule 2 to the Underwriting Agreement (the “Selling Stockholders”), relating to an underwritten public offering (the “Offering”) by the Selling Stockholders of up to 6,900,000 shares of the Company’s common stock, which includes up to 900,000 shares of common stock to an option to purchase additional shares, exercisable for 30 days, granted to the Underwriters (collectively, the “Shares”), at a price to the public of $17.25 per Share.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company and the Selling Stockholders. It also provides for customary indemnification by each of the Company, the Selling Stockholders and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities. The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed herewith as Exhibit1.1 and is incorporated herein by reference.

Following the execution of the Underwriting Agreement, the Company and the Selling Stockholders received notice of the Underwriters’ intention to exercise their option to purchase the full 900,000 additional Shares. The total number of Shares to be sold by the Selling Stockholders will be 6,900,000, including 900,000 Shares to the Underwriters’ exercise of their option to purchase additional Shares.

The Company will pay the expenses, other than underwriting discounts, associated with the sale of Shares by the Selling Stockholders. The Offering is being made to the Company’s effective shelf registration statement on FormS-3(FileNo.333-221728)initially filed with the Securities and Exchange Commission on November22, 2017, and the related prospectus supplement and accompanying prospectus. The Offering is expected to close on or about January22, 2018, subject to customary closing conditions.

The Company will not receive any proceeds from the sale of the Shares by the Selling Stockholders. Certain of the Selling Stockholders will exercise stock options to purchase all or a portion of the Shares they are selling in the Offering. The Company will use the proceeds it receives from these stock option exercises for general corporate purposes. A copy of the opinion of Morgan, Lewis& Bockius LLP relating to the legality of the sale of the Shares is attached as Exhibit5.1 to this Current Report on Form8-K.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits