Tractor Supply (TSCO) 10-K risk factor changes: FY2024 vs FY2023

Any failure to comply or accusation of our failure to comply with [removed: ethical, social, product, labor,] data privacy, environmental, [added: ethical, labor, product, social,] and other regulatory and industry standards could also jeopardize our reputation and potentially lead to various adverse consumer actions.

Further, adverse publicity about our merchandise [removed: products,] [added: products or company,] whether valid or not, may discourage [removed: consumers] [added: customers] from buying the products we offer.

Failure to provide a compelling online presence; to timely identify or respond to changing consumer preferences, expectations and home improvement needs; to maintain appropriate inventory; to provide quick and low-price or free delivery alternatives and convenient pickup options; to differentiate the customer experience for our primary customer groups; [removed: and] to effectively implement an increasingly localized merchandising [removed: assortment] [added: assortment; and to ensure we have the correct processes and framework to monitor other necessary changes so we may continue to respond in a timely manner] could adversely affect our relationship with customers, the demand for our products and services, and our market share.

We may, from time to time, acquire businesses we believe to be complementary to our business, [removed: for example,] [added: such as] the acquisition of [removed: Orscheln Farm and Home] [added: Allivet, Inc. (“Allivet”)] in [removed: 2022.][added: December 2024.]

If we fail to successfully integrate acquisitions, we could experience increased costs associated with operating inefficiencies which could have an adverse effect on our financial [removed: results.][added: condition and results of operations.]

*Unseasonal and extreme weather conditions, natural disasters, and climate change may have a significant impact on our financial [removed: results.*][added: condition and results of operations.*]

[removed: Historically, weather conditions, including] unseasonably [removed: warm weather in the fall and winter months and unseasonably] cool weather in the spring and summer months, have affected the timing and volume of our sales and results of operations.

Furthermore, the long-term impacts of climate change, whether involving physical risks (such as extreme weather conditions or rising sea levels) or transition risks (such as regulatory or technology [removed: changes)] [added: changes, including the risk of diverging regulatory requirements in different jurisdictions)] are expected to be widespread and unpredictable.

We rely on our distribution and transportation network, including third-party logistics providers, to provide goods to our stores and to our customers in a timely and cost-effective manner through deliveries to our distribution facilities from vendors and [added: then from the distribution facilities or direct ship vendors to our stores or customers by various means of transportation, including shipments by sea, air, rail, and truck.]

Although we believe that our operations are efficient, disruptions due to extreme weather conditions, including snow and ice storms, flood and wind damage, hurricanes, tornadoes, extreme rain, fires and droughts [added: have at times resulted and] may [added: in the future] result in delays in the transportation and delivery of merchandise to our distribution centers, our stores, or our customers.

Growing concern over climate change has led policy makers in the U.S. [added: and elsewhere] to consider the enactment of legislative and regulatory proposals that would impose mandatory requirements on greenhouse gas emissions.

For example, the State of California recently [removed: passed] [added: amended] the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act that will impose broad climate-related disclosure obligations on companies doing business in California.

[removed: The SEC has included in its regulatory agenda potential rulemaking on climate change disclosures that, if adopted,] [added: If enacted, the disclosure rules] could significantly increase compliance burdens and associated regulatory costs and complexity.

[removed: A delay, failure or perceived failure] [added: Our stakeholders may not be satisfied with our efforts] or [removed: delay to meet] [added: the changes in] our [removed: goals and aspirations] [added: goals, which] could adversely affect public perception of our business, [removed: employee] [added: team member] morale, customer or stockholder support as well as business and/or financial performance.

A weakening of economic conditions affecting disposable consumer income such as lower employment levels, [removed: uncertainty] [added: uncertainty, instability] or changes in business or political conditions, social and political causes and movements, [removed: higher] [added: including government shutdowns, changes in] interest rates, inflation/deflation, higher tax rates, higher fuel and energy costs, higher labor and healthcare costs, the impact of natural disasters or acts of terrorism, general health epidemics [removed: (such as COVID-19),] [added: or pandemics,] and other matters could reduce consumer spending or cause consumers to shift their spending to competitors.

This reliance exposes us to the risk of inadequate and untimely supplies of various products due to political, economic, social, [removed: health (including, but not limited to, the COVID-19 coronavirus),] [added: global health,] or environmental conditions, transportation delays, or changes in laws and regulations affecting [removed: distribution.][added: distribution, including the imposition of higher tariffs or other changes in trade policies.]

Any problems caused by these third-parties, or issues associated with their products or workforce, including customer or governmental complaints, breakdowns or other disruptions in communication services provided by a vendor, failure of a vendor to handle current or higher volumes, and [removed: cyber attacks] [added: cyber-attacks] or security breaches at a vendor could subject the Company to litigation and adversely affect the Company’s ability to deliver products and services to its customers and have a material adverse effect on our results of operations and financial condition.

Major developments in tax policy or trade relations, such as the disallowance of tax deductions for imported [removed: merchandise or] [added: merchandise,] the imposition of tariffs on imported [removed: products,] [added: products or retaliatory actions by countries affected by changes in U.S. tax and trade policies,] could have a material adverse effect on our business, results of operations, and financial condition.

[removed: We] [added: Through our enterprise risk management, we] continue to evaluate the impact of the effective and potential tariffs on our supply chain, costs, sales, and profitability as well as our strategies to mitigate any negative impact, including negotiating with our vendors, seeking alternative sourcing options, and adjusting retail selling prices.

[added: For example, unexpected delivery delays (including delays due to weather, fuel shortages, work] stoppages, global or regional health epidemics, product shortages from vendors, or other reasons) or increases in transportation costs (including increased fuel costs or a decrease in transportation capacity for overseas shipments) could significantly decrease our ability to provide adequate products to meet increased customer demand for certain products, or products at a desired price, resulting in lower sales and profitability.

While we believe there are adequate reserve quantities and alternative suppliers available, shortages or interruptions in the receipt or supply of products caused by unanticipated demand, such as occurred [removed: during, and as the economy recovers from,] [added: during] the COVID-19 pandemic, problems in production or distribution, financial or other difficulties of supplies, inclement weather or other economic conditions, including the availability of qualified drivers and distribution center team members, could adversely affect the availability, quality and cost of products, and our operating results.

The completion date and ultimate cost of future projects could differ significantly from initial [removed: expectations due to construction-related or other reasons.]

Such a failure could also cause us to incur substantial additional costs and to become subject to litigation, and could materially affect our [removed: operating results,] [added: results of operations,] financial condition, and liquidity.*

They also subject us to potential fraud by criminal elements seeking to discover and take advantage of security vulnerabilities that may exist in some of [removed: these payment systems.]

Through our continued information technology enhancements, including the use of artificial intelligence, we believe we are able to provide an improved overall shopping environment and [removed: an omni-channel] [added: a Digital] experience that empowers our customers to shop and interact with us from computers, tablets, smart phones, and other mobile communication devices.

[removed: Omni-channel] [added: Digital] retailing is continually evolving and expanding, and we must effectively respond to changing customer expectations and new developments.

[removed: Omni-channel] [added: Digital] retailing is rapidly evolving, and we must keep pace with changing customer expectations and new developments by our competitors.

As of December [removed: 30, 2023,] [added: 28, 2024,] our total outstanding consolidated debt was approximately [removed: $1.73] [added: $1.83] billion.

Our credit agreement governing our senior credit facilities and our note purchase and private shelf agreement governing our senior unsecured notes due August 14, 2029 (the [removed: “2029 notes”)] [added: “3.70% Senior Notes”)] each contain financial, operative and other restrictive covenants in addition to the restrictive covenants contained in the indentures governing our 1.75% Senior Notes and 5.25% Senior Notes (as defined in the Notes to the Consolidated Financial Statements).

[removed: Our failure to comply with those covenants] could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debt, which would have a material adverse effect on our financial condition.

In addition, upon certain events constituting a change of control, as that term is defined in the indenture for our 1.75% Senior Notes, 5.25% Senior Notes, and in our note purchase and private shelf agreement for our [removed: 2029 notes,] [added: 3.70% Senior Notes,] we are required to make an offer in cash to repurchase all or any part of each holder's 1.75% Senior Notes as well as 5.25% Senior Notes at a repurchase price equal to 101% of the principal thereof, plus accrued interest, and to prepay all of each holder’s [removed: 2029 notes] [added: 3.70% Senior Notes] at a prepayment price equal to 100% of the principal thereof, plus accrued interest.

Our failure to offer to repurchase the 1.75% Senior Notes and the 5.25% Senior Notes and prepay [removed: 2029 notes,] [added: 3.70% Senior Notes,] or to repurchase and prepay, as applicable, notes tendered, following a change of control will result in a default under the indentures for our 1.75% Senior Notes, 5.25% Senior Notes, and the note purchase and private shelf agreement for our [removed: 2029 notes,] [added: 3.70% Senior Notes,] which could lead to a cross-default under our credit agreement for our senior credit facilities.

As of December [removed: 30, 2023,] [added: 28, 2024,] the Company had remaining authorization under the share repurchase program of [removed: $1.05 billion,] [added: $487.3 million,] exclusive of any fees, commissions or other expenses.

*Potential noncompliance with environmental regulations could materially impact our results of [removed: operations or] [added: operations,] financial [removed: condition.*][added: condition, or reputation.*]

Any of these events could have a material adverse effect on our results of [removed: operations or] [added: operations,] financial [removed: condition.][added: condition, or reputation.]

We have been, and in the future may be, subject to criticism in the media and on social media regarding our company and management, as well as our stewardship strategies and changes in those strategies, which may be considered to be overreaching by some stakeholders and inadequate by other stakeholders.

Widespread dissemination of such criticism at times has impacted our relationships with our customers and investors, and may do so in the future.

Historically, weather conditions, including unseasonably warm weather in the fall and winter months and

The SEC adopted climate change disclosure rules that have been stayed pending completion of judicial review.

In addition, regulatory uncertainty, changes in applicable rules and regulations, and regulations in different jurisdictions that may conflict with each other may make compliance more costly or difficult to achieve.

*Our investors, other stakeholders, and regulators may not be satisfied with our ESG efforts including DE&I.*

In July 2024, we announced a change in our goals relating to our carbon emissions goals and DE&I efforts.

For example, certain of our investors, as well as shareholder advocates, are placing an emphasis on how corporations address ESG including DE&I issues in their business strategy when making investment decisions and when developing their investment theses and proxy recommendations.

Additionally, certain stock indices consider ESG factors in determining which companies qualify for inclusion.

If our investors, shareholder advocates, or indices in which we are included react negatively to the changes in our goals, it could have a negative impact on our stock price.

Future changes to our ESG goals and strategies may further adversely impact our relationship with our team members, customers, stockholders, and other stakeholders, which could result in a reduction in sales, a negative impact on our stock price, and erosion of stockholder trust.

In addition, we may be subject to regulatory scrutiny, including potential enforcement action, if any of our regulators has a negative reaction to the changes in our goals or perceives our goals to conflict with regulatory requirements.

expectations due to construction-related or other reasons.

these payment systems.

In addition, our competitive position could be adversely affected if our competitors adopt, implement, or scale the use of emerging technologies before we are able to successfully do so.

Our failure to comply with those covenants

Furthermore, the considerable positive impact of the COVID-19 pandemic on the demand for our products in fiscal 2021 and 2020 resulted in a significant increase in new or reacquired customers and in comparable store sales growth.

Our sales performance in fiscal 2021 and 2020 may present a greater risk to our ability to increase comparable store sales in the following year(s) and in our ability to maintain our new or reacquired customers gained in those years.

Therefore, we may not be able to sustain or increase our comparable store sales in fiscal 2024 and beyond.

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

then from the distribution facilities or direct ship vendors to our stores or customers by various means of transportation, including shipments by sea, air, rail, and truck.

*We may be unable to meet our ESG goals, particularly with respect to the reduction of carbon emissions, or otherwise meet the expectations of our stakeholders with respect to ESG and/or DE&I matters.*

We have announced certain aspirations and goals related to ESG matters, such as plans to reduce our carbon footprint by 20% by 2025, by 50% by 2030, and achieve net zero emissions across all operations by 2040.

Additionally, we have published DE&I goals aligned with our ESG efforts and enhanced our DE&I Strategy to include supplier diversity efforts and established our DE&I Customer Promise.

Achievement of these aspirations, targets, plans and goals is subject to numerous risks and uncertainties, many of which are outside of our control.

These risks and uncertainties include, but are not limited to: our ability to successfully identify and implement relevant strategies on a timely and cost-effective basis; our ability to achieve the anticipated benefits and cost savings of such strategies and actions; and the availability and cost of existing and future technologies, such as alternative fuel vehicles, off-site renewable energy, and other materials and components.

It is possible that we may be unsuccessful in the achievement of our ESG and/or DE&I goals on a timely basis or at all.

Furthermore, our stakeholders may not be satisfied with our efforts or the speed at which we are progressing towards any such aspirations and goals.

Certain challenges we face in the achievement of our ESG objectives are also captured within our ESG reporting, which is not incorporated by reference into and does not form any part of this Annual Report on Form 10-K or our other filings with the SEC.

Certain of these risks, such as risks arising from political volatility, may be enhanced in 2024 and other election years.

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For example, unexpected delivery delays (including delays due to weather, fuel shortages, work

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

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[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

*The following discussion and analysis is intended to provide the reader with information that will assist in understanding the significant factors affecting our consolidated operating results, financial condition, liquidity, and capital resources during the two-year period ended December [removed: 30, 2023] [added: 28, 2024] (our fiscal years [removed: 2023] [added: 2024] and [removed: 2022).][added: 2023).]

For a comparison of our results of operations for fiscal year December [removed: 31, 2022] [added: 30, 2023] and December [removed: 25, 2021,] [added: 31, 2022,] see “Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December [removed: 31, 2022,] [added: 30, 2023,] filed with the SEC on February 23, [removed: 2023.][added: 2024.]

As of December [removed: 30, 2023,] [added: 28, 2024,] we operated [removed: 2,414] [added: 2,502] retail stores in 49 states under the names *Tractor Supply Company* and *Petsense by Tractor Supply.* Our stores are located primarily in towns outlying major metropolitan markets and in rural communities.

Our long-term growth strategy is to: (1) expand and deepen our customer base by providing personal, localized, and memorable customer engagements by leveraging content, social media, and digital shopping experiences, attracting new customers and driving loyalty, (2) evolve customer experiences by digitizing our business processes and furthering our [removed: omni-channel] [added: digital] capabilities, (3) offer relevant assortments and services across all channels through exclusive and national brands and continue to grow our total addressable market by introducing new products and services through our test and learn strategy, (4) drive operational excellence and productivity through continuous improvement, increasing space utilization, and implementing advanced supply chain capabilities to support growth, scale and agility, and (5) expand through selective acquisitions, as such opportunities arise, to add complementary businesses and to enhance penetration into new and existing markets to supplement organic growth.

Achieving this strategy will require a foundational focus on: (1) connecting, empowering and growing our team to enhance their lives and the communities [removed: they live in,] [added: we call home,] enabling them to provide legendary service to our customers, and (2) allocating resources in a disciplined and efficient manner to drive profitable growth and build stockholder value, including leveraging technology and automation, to align our cost structure to support new business capabilities for margin improvement and cost reductions.

Over the past five years, we have experienced considerable growth in stores, growing from [removed: 1,940] [added: 2,024] stores [added: (1,844 Tractor Supply retail stores and 180 Petsense by Tractor Supply retail stores)] at the end of fiscal [removed: 2018] [added: 2019] to [removed: 2,414] [added: 2,502] stores [removed: (2,216] [added: (2,296] Tractor Supply retail stores and [removed: 198] [added: 206] Petsense by Tractor Supply retail stores) at the end of fiscal [removed: 2023,] [added: 2024,] and in net sales, with a compounded annual growth rate of approximately [removed: 13.0%.][added: 12.2%.]

[removed: We have developed a proven method for selecting store] sites, and we believe we have significant additional opportunities for new Tractor Supply stores.

In fiscal [removed: 2022,] [added: 2024,] we opened [removed: 63] [added: 80] new Tractor Supply stores in [removed: 25] [added: 34] states and [removed: nine] [added: 11] new Petsense by Tractor Supply stores in seven states.

This resulted in a selling square footage increase of approximately [removed: 3%] [added: 2%] in fiscal [removed: 2023] [added: 2024] and [removed: 11%] [added: 3%] in fiscal [removed: 2022.][added: 2023.]

Net sales increased [removed: 2.5%] [added: 2.2%] to [removed: $14.56] [added: $14.88] billion in fiscal [removed: 2023] [added: 2024] from [removed: $14.20] [added: $14.56] billion in fiscal [removed: 2022.][added: 2023.]

Gross profit increased [removed: 5.1%] [added: 3.2%] to [removed: $5.23] [added: $5.40] billion in fiscal [removed: 2023] [added: 2024] from [removed: $4.97] [added: $5.23] billion in fiscal [removed: 2022,] [added: 2023,] and gross margin increased [removed: 92] [added: 34] basis points to [removed: 35.9%] [added: 36.3%] of net sales in fiscal [removed: 2023] [added: 2024] from [removed: 35.0%] [added: 35.9%] of net sales in fiscal [removed: 2022.][added: 2023.]

Operating income [removed: increased 6] [added: decreased 30] basis points to [removed: 10.2%] [added: 9.9%] of net sales in fiscal [removed: 2023] [added: 2024] from [removed: 10.1%] [added: 10.2%] of net sales in fiscal [removed: 2022.][added: 2023.]

For fiscal [removed: 2023,] [added: 2024,] net income was [removed: $1.11] [added: $1.10] billion, or [removed: $10.09] [added: $2.04] per diluted share, compared to [removed: $1.09] [added: $1.11] billion, or [removed: $9.71] [added: $2.02] per diluted share, in fiscal [removed: 2022.][added: 2023.]

We ended fiscal [removed: 2023] [added: 2024] with [removed: $397.1] [added: $251.5] million in cash and cash equivalents and outstanding long-term debt of [removed: $1.73] [added: $1.83] billion, after returning [removed: $1.05] [added: $1.03] billion to our stockholders through stock repurchases and quarterly cash dividends.

Comparable store sales [removed: is] [added: are] intended only as supplemental information and [removed: is] [added: are] not a substitute for net sales presented in accordance with U.S. GAAP.

A 10% change in our inventory impairment reserve as of December [removed: 30, 2023,] [added: 28, 2024,] would have affected net income by approximately [removed: $2.7] [added: $2.5] million in fiscal [removed: 2023.][added: 2024.]

A 10% change in our shrinkage reserve as of December [removed: 30, 2023,] [added: 28, 2024,] would have affected net income by approximately [removed: $4.9] [added: $4.7] million in fiscal [removed: 2023.][added: 2024.]

A 10% change in our self-insurance reserves as of December [removed: 30, 2023,] [added: 28, 2024,] would have affected net income by approximately [removed: $10.7] [added: $11.4] million in fiscal [removed: 2023.][added: 2024.]

[removed: The impairment loss calculation compares the carrying value of the related] asset or asset group to its estimated fair value, which may be based on an estimated future cash flow model, market valuation, or other valuation technique, as appropriate.

There were no significant long-lived assets impairment charges recognized in fiscal [removed: 2023.][added: 2024.]

There were no goodwill or other indefinite-lived intangible assets impairment charges recognized in fiscal [removed: 2023.][added: 2024.]

| Cost of merchandise sold (a) | | | [removed: 64.08] [added: 63.74] | | | | | | [removed: 65.00] [added: 64.08] | | | | | | | | |

| Gross margin (a) | | | [removed: 35.92] [added: 36.26] | | | | | | [removed: 35.00] [added: 35.92] | | | | | | | | |

| Selling, general and administrative expenses (a) | | | [removed: 23.06] [added: 23.39] | | | | | | [removed: 22.48] [added: 23.06] | | | | | | | | |

| Depreciation and amortization | | | [removed: 2.70] [added: 3.00] | | | | | | [removed: 2.42] [added: 2.70] | | | | | | | | |

| Operating income | | | [removed: 10.16] [added: 9.86] | | | | | | [removed: 10.10] [added: 10.16] | | | | | | | | |

| Interest expense, net | | | [removed: 0.32] [added: 0.37] | | | | | | [removed: 0.22] [added: 0.32] | | | | | | | | |

| Income before income taxes | | | [removed: 9.84] [added: 9.49] | | | | | | [removed: 9.88] [added: 9.84] | | | | | | | | |

| Income tax expense | | | [removed: 2.23] [added: 2.09] | | | | | | [removed: 2.22] [added: 2.23] | | | | | | | | |

| Net income | | | [removed: 7.61] [added: 7.40] | | % | | | | [removed: 7.66] [added: 7.61] | | % | | | | | | |

Net sales increased [removed: 2.5%] [added: 2.2%] to [removed: $14.56] [added: $14.88] billion in fiscal [removed: 2023] [added: 2024] from [removed: $14.20] [added: $14.56] billion in fiscal [removed: 2022.][added: 2023.]

Comparable store sales [removed: were even with] [added: increased 0.2% from the] prior year and represented [removed: $13.89] [added: $14.44] billion in sales.

The comparable store average transaction value [removed: increased 0.4%] [added: decreased 0.6%] and comparable store average transaction count [removed: decreased 0.4%] [added: increased 0.8%] for fiscal [removed: 2023,] [added: 2024,] as compared to an increase of [removed: 6.9%] [added: 0.4%] and decrease of [removed: 0.6%] [added: 0.4%] in fiscal [removed: 2022,] [added: 2023,] respectively.

Sales from stores opened less than one year and stores from the Orscheln acquisition were $652.8 million in fiscal 2023, which [removed: contributed a net] [added: represented] 4.1 percentage points of the 2.5% increase over fiscal 2022 net sales.

Sales from stores opened less than one [removed: year, including $80.0 million related to the acquisition of Orscheln Farm and Home,] [added: year] were [removed: $396.2] [added: $426.2] million in fiscal [removed: 2022,] [added: 2024,] which [removed: represented 3.1] [added: contributed a net 2.1] percentage points of the [removed: 11.6%] [added: 2.2%] increase over fiscal [removed: 2021] [added: 2023] net sales.

The following table summarizes our store growth during fiscal [removed: 2023] [added: 2024] and [removed: 2022:][added: 2023:]

| Store Count Information: | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Beginning of period | | | | | | [removed: 2,147] [added: 2,216] | | | | | | [removed: 2,003] [added: 2,147] | | |

| New stores opened | | | | | | [removed: 70] [added: 80] | | | | | | [removed: 63] [added: 70] | | |

We have developed a proven method for selecting store

Stock Split

On December 5, 2024, the Company’s Board of Directors authorized a five-for-one forward split (the “Stock Split”) of the Company’s outstanding shares of common stock, par value $0.008 per share.

On December 20, 2024, stockholders of record at the close of business on December 16, 2024, received four additional shares of common stock for each share owned by such stockholder.

The Certificate of Amendment to the Company’s Restated Certificate of Incorporation filed on December 19, 2024 effected the Stock Split and also proportionately increased the number of authorized common shares from 400.0 million to 2.00 billion.

The par value of each share was not changed.

All share and per-share information in this Annual Report on Form 10-K has been retroactively restated to reflect the Stock Split.

Comparable store sales increased 0.2% in fiscal 2024 compared to a flat growth rate in fiscal 2023.

Critical Accounting Estimates

The impairment loss calculation compares the carrying value of the related

| | | | 2024 | | | | | | 2023 | | | | | | | | |

Fiscal 2024 Compared to Fiscal 2023

Comparable store sales performance reflects merchandise category performance within a relatively tight band, with strength in Seasonal categories and big ticket merchandise.

The growth of C.U.E. products was in line with the chain average as positive unit growth was offset by average unit price pressure, principally due to commodity price deflation.

| *Tractor Supply* | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

This was partially offset by unfavorable product mix, primarily from growth in big ticket categories, which have below chain-average margins.

The

on each May 15 and November 15.

The $86.8 million increase in net cash provided by operating activities is primarily driven by both increased accounts payable and timing of accruals and related payments.

The $9.2 million decrease in net cash used in investing activities, including capital expenditures, in fiscal 2024 compared to fiscal 2023 was due to changes in the following (in millions):

| Existing stores | | | $ | (284.0) | | | | | $ | (156.2) | | | | | $ | (127.8) | |

The increase in capital expenditures for new stores, relocated stores, and stores not yet opened is primarily attributable to increased capital outlay associated with our owned store development program.

Spending in fiscal 2023 also included Orscheln store conversions.

Capital expenditures for corporate and other are primarily attributable to spending on space productivity projects and building modifications at the Store Support Center.

| | | | 2024 | | | | | | 2023 | | | | | | Variance | | |

On February 12, 2025 the Company’s Board of Directors authorized a $1.00 billion increase to the existing share repurchase program, bringing the total amount authorized to date under the program to $7.50 billion.

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

We also acquired 81 Orscheln Farm and Home stores in eight states, which were all rebranded as Tractor Supply stores as of the end of fiscal 2023.

The prior year’s fourth quarter included an extra sales week as part of the Company’s 53-week calendar in 2022, which negatively impacted the overall sales increase by approximately 1.6 percentage points.

Comparable store sales were even in fiscal 2023 versus a 6.3% increase in fiscal 2022.

Fiscal 2023 includes 52 weeks and fiscal 2022 includes 53 weeks.

For our calculation of comparable store sales in fiscal 2023, we compare weeks 1 through 52 in fiscal 2023 against weeks 2 through 53 in fiscal 2022.

Significant Accounting Policies and Estimates

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

In addition, we receive funding from substantially all of our significant merchandise vendors, in support of our business initiatives, through a variety of programs and arrangements, including guaranteed vendor support funds (“vendor support”) and volume-based rebate funds (“volume rebates”).

The amounts received are subject to terms of vendor agreements, most of which are “evergreen”, reflecting the on-going relationship with our significant merchandise vendors.

Certain of our agreements, primarily volume rebates, are renegotiated annually, based on expected annual purchases of the vendor’s product.

Vendor funding is initially deferred as a reduction of the purchase price of inventory, and then recognized as a reduction of cost of merchandise as the related inventory is sold.

During interim periods, the amount of vendor support and volume rebates are estimated based upon initial commitments and anticipated purchase levels with applicable vendors.

We have not made any material changes in the accounting methodology used to establish our vendor funding reserves in the financial periods presented.

At the end of each fiscal year, a significant portion of the actual purchase activity is known.

Thus, we do not believe there is a reasonable likelihood that there will be a material change in the amounts recorded as vendor funding.

We do not believe there is a significant collectability risk related to vendor funding amounts due to us at the end of fiscal 2023.

If a 10% reserve had been applied against our outstanding vendor funding due as of December 30, 2023, net income would have been affected by approximately $3.5 million in fiscal 2023.

Although it is unlikely that there will be any significant reduction in historical levels of vendor funding, if such a reduction were to occur in future periods, the Company could experience a higher inventory balance and higher cost of sales.

For vendor funding, we estimate the purchase volume (and related vendor funding) based on our current knowledge of inventory levels, sales trends and expected customer demand, as well as planned new store openings and relocations.

Although we believe we can reasonably estimate purchase volume and related volume rebates at interim periods, it is possible that actual year-end results could be different from previously estimated amounts.

Our allocation methodology contains uncertainties because the calculation requires management to make assumptions and to apply judgment regarding customer demand, purchasing activity, target thresholds, vendor attrition and collectability.

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

| | | | 2023 | | | | | | 2022 | | | | | | | | |

The prior year included an extra sales week as part of the Company’s 53-week calendar in 2022, which negatively impacted the overall sales increase by approximately 1.6 percentage points.

Comparable store sales in 2022 increased by 6.3% from 2021.

Comparable store sales performance reflects continued strength in core year-round merchandise, including consumable, usable and edible (“C.U.E.”) products which significantly outpaced the chain average.

This performance largely offset declines in demand for seasonal goods and big-ticket items.

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

| *Tractor Supply (including Orscheln Farm and Home stores)* | | | | | | | | | | | | | | |

| Stores acquired | | | | | | — | | | | | | 81 | | |

Gross margin continued to benefit from the Company’s ongoing execution of an everyday low price strategy, complemented by the use of its Neighbor’s Club loyalty program.

During fiscal 2023, the Company completed its strategically planned sale-leaseback of 15 Tractor Supply store locations, benefiting SG&A by approximately 25 basis points, net of transaction and repair costs.

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

The benefit of the 53rd week contributed approximately $0.16 to diluted EPS in fiscal 2022.

Fiscal 2022 Compared to Fiscal 2021

This program will help fund our planned owned store development.

We plan to execute sale-leaseback transactions of our existing portfolio of owned stores to fund the cash required by the new development program over the next eight to 10 years.

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

We are exposed to interest rate changes, primarily as a result of borrowings under our 2022 Senior Credit Facility (as discussed in Note [removed: 5] [added: 4] to the Consolidated Financial Statements), which bear interest based on variable rates.

We use an interest rate swap to [added: manage our exposure to the impact of interest rate changes.]

The outstanding amount under the 2022 Senior Credit Facility was mostly hedged by our interest rate swap during fiscal [removed: 2023.][added: 2024.]

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

manage our exposure to the impact of interest rate changes.

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

We also offer an expanded assortment of products through the Tractor Supply mobile application and online at *TractorSupply.com* and [removed: *Petsense.com.*][added: *Petsense.com.*]

At December [removed: 30, 2023,] [added: 28, 2024,] we operated [removed: 2,414] [added: 2,502] retail stores in 49 states [removed: (2,216] [added: (2,296] Tractor Supply retail stores and [removed: 198] [added: 206] Petsense by Tractor Supply retail stores).

Our Tractor Supply stores typically range in size from 15,000 to 20,000 square feet of inside selling space, along with additional outside selling space (“Side [removed: Lot”),] [added: Lot” or “Garden Centers”),] and our Petsense by Tractor Supply stores have approximately 5,500 square feet of inside selling space.

[removed: Supplying] [added: We are dedicated to fulfilling] the lifestyle needs of recreational farmers, ranchers, [added: homesteaders,] animal and pet owners, and all those who enjoy living the rural [removed: lifestyle remains our primary objective.][added: lifestyle.]

We also engage with our customers through our e-commerce websites and mobile application, which provide the opportunity to allow customers to shop anytime, anywhere, and in any way they choose, while delivering enhanced product information, research, and decision tools that support product selection and [added: informational needs in specific subject areas.]

Our full line of product offerings includes a broad selection of high quality, reputable brand name and exclusive brand products with approximately 17,000 to [removed: 25,000] [added: 27,000] products per store as well as over [removed: 300,000] [added: 325,000] products online.

No single product accounted for more than 10% of our sales during fiscal [removed: 2023.][added: 2024.]

The following table indicates the percentage of net sales represented by each of our major product categories during fiscal [added: 2024,] 2023, [removed: 2022,] and [removed: 2021:][added: 2022:]

| Product Category: | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Livestock, Equine & Agriculture | | | [removed: 27] [added: 26] | | % | | | | [removed: 28] [added: 27] | | % | | | | [removed: 27] [added: 28] | | % |

| Companion Animal | | | 25 | | | | | | [removed: 23] [added: 25] | | | | | | [removed: 21] [added: 23] | | |

| Seasonal & Recreation | | | [removed: 22] [added: 23] | | | | | | 22 | | | | | | [removed: 23] [added: 22] | | |

| Truck, Tool, & Hardware | | | 16 | | | | | | 16 | | | | | | [removed: 18] [added: 16] | | |

| Clothing, Gift, & Décor | | | 10 | | | | | | [removed: 11] [added: 10] | | | | | | 11 | | |

We are focused on providing key products that our customers use on a regular basis for their lifestyle and maintenance needs with emphasis on [removed: C.U.E.] [added: consumable, usable, and edible (“C.U.E.”)] products.

We purchase our products from a group of [removed: approximately] [added: over] 1,000 vendors, with no one vendor representing more than 10% of our purchases during fiscal [removed: 2023.][added: 2024.]

Approximately 400 core vendors accounted for 90% of our merchandise purchases during fiscal [removed: 2023.][added: 2024.]

Our subsidiary, Tractor Supply Co. of Texas, LP (“TSCT”), owns registrations with the U.S. Patent and Trademark Office (“USPTO”) for various service marks including *TSC*®, *Tractor Supply Co.*®, *TSC Tractor Supply Co.*®, [added: *Petsense by Tractor Supply*®,] and the trapezium design for retail services.

Our exclusive brands represented approximately 29%, [removed: 30%,] [added: 29%,] and [removed: 29%] [added: 30%] of our total sales in fiscal [removed: 2023,] [added: 2024,] fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2021,] [added: 2022,] respectively.

| *Groundwork*® (lawn and garden supplies) | | | *TSC Tractor Supply Co*® (trailers, truck tool boxes and [removed: animal] | | |

| | | | [added: animal] bedding) | | |

Our patents (both United States and foreign) have expiration dates ranging from April [added: 5,] 2027 to [removed: December 2041] [added: November 3, 2043] and protect various elements, designs or functions of farm and ranch equipment, as well as light systems for trucks and other vehicles.

In fiscal [removed: 2023,] [added: 2024,] our Tractor Supply stores received approximately 81% of merchandise through this network while the remaining merchandise shipped directly from our vendors to our stores or customers.

Our distribution facilities, located in Arizona, [added: Arkansas,] Georgia, Indiana, Kentucky, Maryland, Nebraska, New York, Ohio and Texas represent a total distribution center capacity of approximately [removed: 6.6] [added: 7.8] million square feet.

On [removed: January 18, 2023,] [added: May 14, 2024,] the Company opened its [removed: ninth] [added: tenth and largest] distribution center located in [removed: Navarre, Ohio,] [added: Maumelle, Arkansas,] which expanded the distribution center capacity by approximately [removed: 900,000] [added: 1.2 million] square feet.

To drive store traffic, build brand consideration, and position ourselves as a destination retailer, we promote a broad selection of merchandise and our “Life Out Here” brand messaging through digital and social media initiatives, targeted digital video (connected TV and streaming programming), [removed: e-mail] and [removed: direct mail.][added: e-mail.]

In addition, our [removed: rapidly growing] *Neighbor’s Club* loyalty program [added: continues to drive strong customer count growth and] enhances our ability to engage with our customers, recognize and reward our best customers, drive desired purchase behaviors, and create brand advocacy.

Our digital [added: commerce (“Digital”)] capabilities have further enhanced our in-store shopping experience, allowing us to engage with our customers more effectively, and expanded our target markets outside of our current retail store locations.

At December [removed: 30, 2023,] [added: 28, 2024,] we operated a total of [removed: 198] [added: 206] Petsense by Tractor Supply stores in 23 states, and an e-commerce website (*Petsense.com*).

As a result of our commitment to our team members, we [removed: were] [added: have been] recognized by the Great Place to Work Institute as a “*Great Place to Work-Certified*” [removed: company.][added: company for five consecutive years.]

Additionally, we earned a spot on both the *Nashville Business Journal's* *Best Places to Work* [added: (2023)] and [removed: the] [added: *The*] *Tennessean's Top Workplaces in Middle Tennessee* [added: (2023)] lists, as well as national lists including *Fortune’s Best Workplaces in [removed: Retail*,] [added: Retail* (2023),] *Newsweek’s America's Greatest [removed: Workplaces,*] [added: Workplaces* (2023),] and *Forbes’ America's Best Large [removed: Employers*.][added: Employers* (2023).]

As of December [removed: 30, 2023,] [added: 28, 2024,] we employed approximately [removed: 25,000] [added: 26,000] full-time and [removed: 25,000] [added: 26,000] part-time Tractor Supply and Petsense by Tractor Supply team members and use contractors on an as-needed basis.

Eligible team members [removed: can] participate in one of our various bonus incentive programs, which provide the opportunity to receive additional compensation based upon individual, team, and/or Company performance.

Our current team of district managers and store managers has an average tenure of approximately [removed: nine] [added: ten] and [removed: six] [added: seven] years, respectively.

We seek to hire store team members who live and appreciate the “*Out Here*” lifestyle, including recreational farmers, ranchers, [removed: homeowners, gardeners] [added: homesteaders, animal] and pet [removed: enthusiasts.][added: owners, and all those who enjoy living the rural lifestyle.]

- Productive workplace environment training that is intended to educate team members on Company policies and procedures covering topics such as harassment, discrimination, and [removed: retaliation;][added: retaliation]

We are committed to driving a culture of safety for our team members, customers and communities through role-based training specific to [removed: TSC’s] [added: Tractor Supply’s] operations, the use of technology to deliver training, and an attitude of continual improvement.

Our long-term growth strategy is to: (1) expand and deepen our customer base by providing personal, localized, and memorable customer engagements by leveraging content, social media, and digital shopping experiences, attracting new customers and driving loyalty, (2) evolve customer experiences by digitizing our business processes and furthering our [removed: omni-channel] [added: Digital] capabilities, (3) offer relevant assortments and services across all channels through exclusive and national brands and continue to grow our total [added: addressable market by introducing new products and services through our test and learn strategy, (4) drive operational excellence and productivity through continuous improvement, increasing space utilization, and implementing advanced supply chain capabilities to support growth, scale and agility, and (5) expand through selective acquisitions, as such opportunities arise, to add complementary businesses and to enhance penetration into new and existing markets to supplement organic growth.]

Over the past five years, we have experienced considerable sales growth, resulting in a compounded annual growth rate of approximately [removed: 13.0%.][added: 12.2%.]

We plan to open approximately [removed: 80] [added: 90] new Tractor Supply and [added: approximately] 10 [removed: to 15] new Petsense by Tractor Supply stores in fiscal [removed: 2024,] [added: 2025,] a selling square footage increase of approximately 4%.

Our distinct approach differentiates us from other retailers by concentrating our product assortment on these core customers.

We provide a convenient shopping experience both in-store and online, focusing on needs-based, demand-driven product categories.

Serving the rural lifestyle market, we act as a trip consolidator for numerous basic maintenance requirements of farm, ranch, and rural customers.

| *JobSmart*® (tools) | | | *Impeckables*® (poultry feed, poultry kits and egg | | |

| | | | incubators) | | |

*Digital*

*Respectful Workplace Initiatives*

At Tractor Supply, we foster a safe, dynamic and productive work environment free of discrimination, harassment and retaliation, supported by our Mission and Values, where everyone is treated with respect and which fosters different perspectives, ideas and innovative thinking.

Our Mission and Values have been the foundation of our culture for more than 85 years.

All of our team members and customers are highly valued, and we place high importance on considering different viewpoints and caring for and supporting one another.

new Petsense by Tractor Supply stores.

Our Store Support Center and distribution centers in Casa

Our Navarre, Ohio distribution center is the first Tractor Supply facility LEED Gold certified, and we expect our Maumelle, Arkansas distribution center to receive LEED Gold certification in 2025.

We have until the fall of 2025 to submit our proposed targets for validation.

We will use the time to define our targets, develop decarbonization roadmaps, and create financial models to assess the effort needed to achieve these SBTs.

These factors will guide our next steps.

In mid-2024, we made the decision to retire our 2021 GHG emissions reduction goals and focus on land and water initiatives as we thoughtfully analyze a science-based climate goal under SBTi.

Understanding we have a responsibility to be respectful of the resources we consume, we are focused on making our operations as efficient as possible.

We continually look for opportunities to drive efficiency by systematically replacing aging HVAC units, updating old fluorescent lighting with LED lighting, investing renewable energy sources like solar and wind and strategically purchasing renewable energy credits.

Through operational improvements and partnerships with Ducks Unlimited and Trout Unlimited, we have already begun to make significant progress towards achieving our goal.

These partnerships are designed to make a positive impact on nature by supporting work to restore sensitive habitats that are so important to Life Out Here.

Mr. Lawton previously held a number of leadership positions at Home Depot, Inc. from

Since October 2024, Mr. Barton has served as a director of KeHE Distributors, LLC.

J.

Since October 2023, Mr. Estep has served as a director at Leslie’s, Inc.

Since May 2023, Ms. Kersey has served as a director at Floor & Décor Holdings, Inc.

On October 12, 2022, the Company completed its acquisition of Orscheln Farm and Home, LLC (“Orscheln” or “Orscheln Farm and Home”).

The Company acquired 166 Orscheln stores for approximately $393.4 million, exclusive of cash acquired.

Consistent with the remedy reached with the Federal Trade Commission (“FTC”), the Company divested 85 store locations to two buyers, Bomgaars Supply, Inc. (73 stores) and Buchheit Enterprises, Inc. (12 stores), concurrently with the closing of the acquisition.

Net proceeds from the store divestitures were approximately $69.4 million.

In addition, the Company sold the Orscheln corporate headquarters and distribution center to Bomgaars Supply, Inc. for $10 million in the third quarter of fiscal 2023.

The acquisition was financed with cash-on-hand and borrowings under the 2022 Senior Credit Facility (as defined below).

All Orscheln stores have been rebranded to Tractor Supply as of the end of fiscal 2023.

By focusing our product assortment on these core customers, we believe we are differentiated from general merchandise, home center, and other specialty retailers.

We cater to the rural lifestyle and often serve a market by being a trip consolidator for many basic maintenance needs for farm, ranch, and rural customers through convenient shopping options both in-store and online.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

informational needs in specific subject areas.

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

| *JobSmart*® (tools) | | | | | |

In addition, the Company is building a new distribution center in Maumelle, Arkansas.

This new facility will expand the Company’s distribution center capacity by 1,200,000 square feet and is anticipated to begin operations in the second quarter of 2024.

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

*Omni-Channel*

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

- Diversity, equity, and inclusion training which is intended to advance a diverse and inclusive culture built on one of our core values of respect, in order to foster different perspectives, ideas and innovative thinking;

*Diversity, Equity, and Inclusion*

Tractor Supply is committed to the principles of diversity, equity, and inclusion (“DE&I”).

We have built a strong and diverse team by purposefully seeking highly qualified diverse candidates with different backgrounds, experience, perspectives, ideas and skill sets.

As we move forward, we are working to implement new DE&I initiatives that will result in an even more diverse team across the entire company.

We are committed to providing a diverse and inclusive culture supported by our Mission & Values where we welcome diverse backgrounds and experiences and respectfully foster different perspectives, ideas and innovative thinking.

We are stronger together, and we believe in the authenticity our team members bring to work every day.

By focusing on our team members, we know that our customers, communities and suppliers will be well served.

Diversity and inclusion play a key role in moving our business forward.

Our workforce is approximately 51% male and 49% female.

Racial and ethnic minorities comprise approximately 18% of our workforce.

Women serve in key leadership roles within the Company, including as Executive Vice President, Chief Human Resources Officer, Senior Vice President, General Counsel and Corporate Secretary, Senior Vice President of Investor Relations and Public Relations, Senior Vice President, Chief Marketing Officer and Senior Vice President, General Merchandise.

We have taken several steps over the past twelve months to further enhance our diversity, equity, and inclusion strategy including publishing external DE&I goals aligned with our environmental, social, and governance (“ESG”) efforts, enhancing our DE&I Strategy to include supplier inclusion efforts, and continuing activation of our various team member engagement groups supporting development, community involvement, and allyship within our Company.

We will continue to build on these initiatives to enhance our culture of respect and teamwork across our organization.

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

addressable market by introducing new products and services through our test and learn strategy, (4) drive operational excellence and productivity through continuous improvement, increasing space utilization, and implementing advanced supply chain capabilities to support growth, scale and agility, and (5) expand through selective acquisitions, as such opportunities arise, to add complementary businesses and to enhance penetration into new and existing markets to supplement organic growth.

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

We opened our ninth distribution center in Navarre, Ohio on January 18, 2023.

For a description of the Company's legal proceedings, refer to [Note [removed: 12](#id82b30f149f2405b8f3e0025afcf0a27_127)] [added: 11](#i75f1813eaf204226b77c9011beb23d61_130)] to the Consolidated Financial Statements included under Part II, Item 8 of this Annual Report on Form 10-K.

For the fiscal year ended December [removed: 30, 2023][added: 28, 2024]

[removed: ][added: ]

The aggregate market value of the Common Stock held by non-affiliates of the registrant, based on the closing price of the Common Stock on The NASDAQ Global Select Market on [removed: July 1, 2023,] [added: June 29, 2024,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $19.8] [added: $23.7] billion.

| Class | | | | | | Outstanding at January [removed: 27, 2024] [added: 25, 2025] | | |

| Common Stock, $.008 par value | | | | | | [removed: 107,916,530] [added: 531,548,314] | | |

Portions of the Registrant’s definitive Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders are incorporated by reference into Part III hereof.

| [Forward-Looking [removed: Statements](#id82b30f149f2405b8f3e0025afcf0a27_10)] [added: Statements](#i75f1813eaf204226b77c9011beb23d61_10)] | | | | | | [removed: [ii.](#id82b30f149f2405b8f3e0025afcf0a27_10)] [added: [ii.](#i75f1813eaf204226b77c9011beb23d61_10)] | | |

| [removed: [1A.](#id82b30f149f2405b8f3e0025afcf0a27_19)] [added: [1A.](#i75f1813eaf204226b77c9011beb23d61_19)] | | | [Risk [removed: Factors](#id82b30f149f2405b8f3e0025afcf0a27_19)] [added: Factors](#i75f1813eaf204226b77c9011beb23d61_19)] | | | [removed: [12](#id82b30f149f2405b8f3e0025afcf0a27_19)] [added: [11](#i75f1813eaf204226b77c9011beb23d61_19)] | | |

| [removed: [1B.](#id82b30f149f2405b8f3e0025afcf0a27_22)] [added: [1B.](#i75f1813eaf204226b77c9011beb23d61_22)] | | | [Unresolved Staff [removed: Comments](#id82b30f149f2405b8f3e0025afcf0a27_22)] [added: Comments](#i75f1813eaf204226b77c9011beb23d61_22)] | | | [removed: [24](#id82b30f149f2405b8f3e0025afcf0a27_22)] [added: [23](#i75f1813eaf204226b77c9011beb23d61_22)] | | |

| [removed: [1C.](#id82b30f149f2405b8f3e0025afcf0a27_1661)] [added: [1C.](#i75f1813eaf204226b77c9011beb23d61_25)] | | | [removed: [Cybersecurity](#id82b30f149f2405b8f3e0025afcf0a27_1661)] [added: [Cybersecurity](#i75f1813eaf204226b77c9011beb23d61_25)] | | | [removed: [24](#id82b30f149f2405b8f3e0025afcf0a27_1661)] [added: [23](#i75f1813eaf204226b77c9011beb23d61_25)] | | |

| [removed: [3.](#id82b30f149f2405b8f3e0025afcf0a27_28)] [added: [3.](#i75f1813eaf204226b77c9011beb23d61_31)] | | | [Legal [removed: Proceedings](#id82b30f149f2405b8f3e0025afcf0a27_28)] [added: Proceedings](#i75f1813eaf204226b77c9011beb23d61_31)] | | | [removed: [27](#id82b30f149f2405b8f3e0025afcf0a27_28)] [added: [26](#i75f1813eaf204226b77c9011beb23d61_31)] | | |

| [removed: [4.](#id82b30f149f2405b8f3e0025afcf0a27_31)] [added: [4.](#i75f1813eaf204226b77c9011beb23d61_34)] | | | [Mine Safety [removed: Disclosures](#id82b30f149f2405b8f3e0025afcf0a27_31)] [added: Disclosures](#i75f1813eaf204226b77c9011beb23d61_34)] | | | [removed: [27](#id82b30f149f2405b8f3e0025afcf0a27_31)] [added: [26](#i75f1813eaf204226b77c9011beb23d61_34)] | | |

| [removed: [5.](#id82b30f149f2405b8f3e0025afcf0a27_37)] [added: [5.](#i75f1813eaf204226b77c9011beb23d61_40)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#id82b30f149f2405b8f3e0025afcf0a27_37)] [added: Securities](#i75f1813eaf204226b77c9011beb23d61_40)] | | | [removed: [28](#id82b30f149f2405b8f3e0025afcf0a27_37)] [added: [27](#i75f1813eaf204226b77c9011beb23d61_40)] | | |

| [removed: [7.](#id82b30f149f2405b8f3e0025afcf0a27_43)] [added: [7.](#i75f1813eaf204226b77c9011beb23d61_46)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#id82b30f149f2405b8f3e0025afcf0a27_43)] [added: Operations](#i75f1813eaf204226b77c9011beb23d61_46)] | | | [removed: [31](#id82b30f149f2405b8f3e0025afcf0a27_43)] [added: [30](#i75f1813eaf204226b77c9011beb23d61_46)] | | |

| [removed: [7A.](#id82b30f149f2405b8f3e0025afcf0a27_61)] [added: [7A.](#i75f1813eaf204226b77c9011beb23d61_64)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#id82b30f149f2405b8f3e0025afcf0a27_61)] [added: Risk](#i75f1813eaf204226b77c9011beb23d61_64)] | | | [removed: [40](#id82b30f149f2405b8f3e0025afcf0a27_61)] [added: [39](#i75f1813eaf204226b77c9011beb23d61_64)] | | |

| [removed: [8.](#id82b30f149f2405b8f3e0025afcf0a27_64)] [added: [8.](#i75f1813eaf204226b77c9011beb23d61_67)] | | | [Financial Statements and Supplementary [removed: Data](#id82b30f149f2405b8f3e0025afcf0a27_64)] [added: Data](#i75f1813eaf204226b77c9011beb23d61_67)] | | | [removed: [42](#id82b30f149f2405b8f3e0025afcf0a27_64)] [added: [40](#i75f1813eaf204226b77c9011beb23d61_67)] | | |

| [removed: [9.](#id82b30f149f2405b8f3e0025afcf0a27_133)] [added: [9.](#i75f1813eaf204226b77c9011beb23d61_136)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#id82b30f149f2405b8f3e0025afcf0a27_133)] [added: Disclosure](#i75f1813eaf204226b77c9011beb23d61_136)] | | | [removed: [75](#id82b30f149f2405b8f3e0025afcf0a27_133)] [added: [73](#i75f1813eaf204226b77c9011beb23d61_136)] | | |

| [removed: [9A.](#id82b30f149f2405b8f3e0025afcf0a27_136)] [added: [9A.](#i75f1813eaf204226b77c9011beb23d61_139)] | | | [Controls and [removed: Procedures](#id82b30f149f2405b8f3e0025afcf0a27_136)] [added: Procedures](#i75f1813eaf204226b77c9011beb23d61_139)] | | | [removed: [76](#id82b30f149f2405b8f3e0025afcf0a27_136)] [added: [73](#i75f1813eaf204226b77c9011beb23d61_139)] | | |

| [removed: [9B.](#id82b30f149f2405b8f3e0025afcf0a27_139)] [added: [9B.](#i75f1813eaf204226b77c9011beb23d61_142)] | | | [Other [removed: Information](#id82b30f149f2405b8f3e0025afcf0a27_139)] [added: Information](#i75f1813eaf204226b77c9011beb23d61_142)] | | | [removed: [76](#id82b30f149f2405b8f3e0025afcf0a27_139)] [added: [74](#i75f1813eaf204226b77c9011beb23d61_142)] | | |

| [removed: [9C.](#id82b30f149f2405b8f3e0025afcf0a27_142)] [added: [9C.](#i75f1813eaf204226b77c9011beb23d61_148)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#id82b30f149f2405b8f3e0025afcf0a27_142)] [added: Inspections](#i75f1813eaf204226b77c9011beb23d61_148)] | | | [removed: [76](#id82b30f149f2405b8f3e0025afcf0a27_142)] [added: [74](#i75f1813eaf204226b77c9011beb23d61_148)] | | |

| [removed: [10.](#id82b30f149f2405b8f3e0025afcf0a27_148)] [added: [10.](#i75f1813eaf204226b77c9011beb23d61_154)] | | | [Directors, Executive Officers, and Corporate [removed: Governance](#id82b30f149f2405b8f3e0025afcf0a27_148)] [added: Governance](#i75f1813eaf204226b77c9011beb23d61_154)] | | | [removed: [76](#id82b30f149f2405b8f3e0025afcf0a27_148)] [added: [74](#i75f1813eaf204226b77c9011beb23d61_154)] | | |

| [removed: [11.](#id82b30f149f2405b8f3e0025afcf0a27_151)] [added: [11.](#i75f1813eaf204226b77c9011beb23d61_157)] | | | [Executive [removed: Compensation](#id82b30f149f2405b8f3e0025afcf0a27_151)] [added: Compensation](#i75f1813eaf204226b77c9011beb23d61_157)] | | | [removed: [76](#id82b30f149f2405b8f3e0025afcf0a27_151)] [added: [74](#i75f1813eaf204226b77c9011beb23d61_157)] | | |

| [removed: [12.](#id82b30f149f2405b8f3e0025afcf0a27_154)] [added: [12.](#i75f1813eaf204226b77c9011beb23d61_160)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#id82b30f149f2405b8f3e0025afcf0a27_154)] [added: Matters](#i75f1813eaf204226b77c9011beb23d61_160)] | | | [removed: [76](#id82b30f149f2405b8f3e0025afcf0a27_154)] [added: [74](#i75f1813eaf204226b77c9011beb23d61_160)] | | |

| [removed: [13.](#id82b30f149f2405b8f3e0025afcf0a27_157)] [added: [13.](#i75f1813eaf204226b77c9011beb23d61_163)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#id82b30f149f2405b8f3e0025afcf0a27_157)] [added: Independence](#i75f1813eaf204226b77c9011beb23d61_163)] | | | [removed: [77](#id82b30f149f2405b8f3e0025afcf0a27_157)] [added: [75](#i75f1813eaf204226b77c9011beb23d61_163)] | | |

| [removed: [14.](#id82b30f149f2405b8f3e0025afcf0a27_160)] [added: [14.](#i75f1813eaf204226b77c9011beb23d61_166)] | | | [Principal Accountant Fees and [removed: Services](#id82b30f149f2405b8f3e0025afcf0a27_160)] [added: Services](#i75f1813eaf204226b77c9011beb23d61_166)] | | | [removed: [77](#id82b30f149f2405b8f3e0025afcf0a27_160)] [added: [75](#i75f1813eaf204226b77c9011beb23d61_166)] | | |

| [removed: [15.](#id82b30f149f2405b8f3e0025afcf0a27_166)] [added: [15.](#i75f1813eaf204226b77c9011beb23d61_172)] | | | [Exhibits and Financial Statement [removed: Schedules](#id82b30f149f2405b8f3e0025afcf0a27_166)] [added: Schedules](#i75f1813eaf204226b77c9011beb23d61_172)] | | | [removed: [77](#id82b30f149f2405b8f3e0025afcf0a27_166)] [added: [75](#i75f1813eaf204226b77c9011beb23d61_172)] | | |

| [removed: [16.](#id82b30f149f2405b8f3e0025afcf0a27_169)] [added: [16.](#i75f1813eaf204226b77c9011beb23d61_175)] | | | [Form 10-K [removed: Summary](#id82b30f149f2405b8f3e0025afcf0a27_169)] [added: Summary](#i75f1813eaf204226b77c9011beb23d61_175)] | | | [removed: [78](#id82b30f149f2405b8f3e0025afcf0a27_169)] [added: [76](#i75f1813eaf204226b77c9011beb23d61_175)] | | |

| [PART I](#i75f1813eaf204226b77c9011beb23d61_13) | | | | | | [1](#i75f1813eaf204226b77c9011beb23d61_13) | | |

| [1.](#i75f1813eaf204226b77c9011beb23d61_16) | | | [Business](#i75f1813eaf204226b77c9011beb23d61_16) | | | [1](#i75f1813eaf204226b77c9011beb23d61_16) | | |

| [2.](#i75f1813eaf204226b77c9011beb23d61_28) | | | [Properties](#i75f1813eaf204226b77c9011beb23d61_28) | | | [25](#i75f1813eaf204226b77c9011beb23d61_28) | | |

| [PART II](#i75f1813eaf204226b77c9011beb23d61_37) | | | | | | [27](#i75f1813eaf204226b77c9011beb23d61_37) | | |

| [6.](#i75f1813eaf204226b77c9011beb23d61_43) | | | [\[Reserved\]](#i75f1813eaf204226b77c9011beb23d61_43) | | | [29](#i75f1813eaf204226b77c9011beb23d61_43) | | |

| [PART III](#i75f1813eaf204226b77c9011beb23d61_151) | | | | | | [74](#i75f1813eaf204226b77c9011beb23d61_151) | | |

| [PART IV](#i75f1813eaf204226b77c9011beb23d61_169) | | | | | | [75](#i75f1813eaf204226b77c9011beb23d61_169) | | |

| [PART I](#id82b30f149f2405b8f3e0025afcf0a27_13) | | | | | | [1](#id82b30f149f2405b8f3e0025afcf0a27_13) | | |

| [1.](#id82b30f149f2405b8f3e0025afcf0a27_16) | | | [Business](#id82b30f149f2405b8f3e0025afcf0a27_16) | | | [1](#id82b30f149f2405b8f3e0025afcf0a27_16) | | |

| [2.](#id82b30f149f2405b8f3e0025afcf0a27_25) | | | [Properties](#id82b30f149f2405b8f3e0025afcf0a27_25) | | | [26](#id82b30f149f2405b8f3e0025afcf0a27_25) | | |

| [PART II](#id82b30f149f2405b8f3e0025afcf0a27_34) | | | | | | [28](#id82b30f149f2405b8f3e0025afcf0a27_34) | | |

| [6.](#id82b30f149f2405b8f3e0025afcf0a27_40) | | | [\[Reserved\]](#id82b30f149f2405b8f3e0025afcf0a27_40) | | | [30](#id82b30f149f2405b8f3e0025afcf0a27_40) | | |

| [PART III](#id82b30f149f2405b8f3e0025afcf0a27_145) | | | | | | [76](#id82b30f149f2405b8f3e0025afcf0a27_145) | | |

| [PART IV](#id82b30f149f2405b8f3e0025afcf0a27_163) | | | | | | [77](#id82b30f149f2405b8f3e0025afcf0a27_163) | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

[removed: These] [added: The Company’s Information Security and Privacy program and] teams are managed by the Vice President, Information Security and Privacy, who reports to the Executive Vice President, Chief Technology, Digital Commerce, and Strategy Officer.

The Company’s [removed: Executive] Vice President, [removed: Chief Technology, Digital Commerce,] [added: Information Security] and [removed: Strategy Officer] [added: Privacy,] briefs the Audit Committee quarterly, and more often, if necessary, on active and emerging cybersecurity threats and efforts to strengthen the Company’s defenses against these threats.

- Required annual security training for team members with access to Company email, as well as tailored training for team members in more sensitive [removed: roles.][added: roles (and periodic testing to ensure the security training is effective).]

Cybersecurity Risk Management Program

Governance

We, like many organizations operating in the current climate, face significant cybersecurity threats.

To date, no risks from cybersecurity threats or incidents have materially affected us, including our results of operations or financial condition.

Notwithstanding our security awareness program, we may not be successful in identifying a cybersecurity threat or preventing or mitigating a cybersecurity incident or vulnerability, which if realized, could materially affect us.

Additional information on the cybersecurity risks we face can be found in Item 1A.

“Risk Factors—Technology, Data Security, Cybersecurity, Business Continuity and Disaster Recovery Risks” of this Annual Report on Form 10-K.

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

Periodic testing to ensure the security training is effective.

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

As of December [removed: 30, 2023,] [added: 28, 2024,] the Company operated [removed: 2,414] [added: 2,502] stores in 49 states [removed: (2,216] [added: (2,296] Tractor Supply retail stores and [removed: 198] [added: 206] Petsense by Tractor Supply retail stores.) The Company leases approximately 96% of its stores.

Approximately [removed: 60%] [added: 61%] of our stores are in freestanding buildings and [removed: 40%] [added: 39%] are located in shopping centers.

| Texas | | | | | | [removed: 253] [added: 261] | | | | | | New Jersey | | | | | | [removed: 30] [added: 31] | | |

| Tennessee | | | | | | 105 | | | | | | [removed: Maryland] [added: Colorado] | | | | | | [removed: 25] [added: 24] | | |

| Ohio | | | | | | [removed: 103] [added: 105] | | | | | | New Hampshire | | | | | | [removed: 24] [added: 25] | | |

| New York | | | | | | 98 | | | | | | [removed: Colorado] [added: Maine] | | | | | | [removed: 22] [added: 23] | | |

| California | | | | | | [removed: 82] [added: 90] | | | | | | Iowa | | | | | | 22 | | |

| Missouri | | | | | | [removed: 71] [added: 74] | | | | | | North Dakota | | | | | | 14 | | |

| Indiana | | | | | | [removed: 66] [added: 67] | | | | | | Oregon | | | | | | 13 | | |

| South Carolina | | | | | | [removed: 64] [added: 65] | | | | | | [removed: Vermont] [added: Idaho] | | | | | | [removed: 10] [added: 12] | | |

| [removed: Louisiana] [added: Oklahoma] | | | | | | 62 | | | | | | South Dakota | | | | | | 9 | | |

| Mississippi | | | | | | [removed: 57] [added: 60] | | | | | | Wyoming | | | | | | [removed: 8] [added: 9] | | |

| Arkansas | | | | | | [removed: 46] [added: 47] | | | | | | Montana | | | | | | [removed: 7] [added: 8] | | |

| Kansas | | | | | | [removed: 43] [added: 44] | | | | | | Nevada | | | | | | [removed: 7] [added: 8] | | |

| Arizona | | | | | | [removed: 39] [added: 40] | | | | | | Delaware | | | | | | [removed: 6] [added: 7] | | |

| [removed: Wisconsin] [added: Illinois] | | | | | | [removed: 32] [added: 34] | | | | | | Rhode Island | | | | | | 4 | | |

| New Mexico | | | | | | [removed: 31] [added: 32] | | | | | | | | | | | | | | |

The following is a list of distribution locations including the approximate square footage and if the location is leased or owned at December [removed: 30, 2023:][added: 28, 2024:]

On [removed: January 18, 2023,] [added: May 14, 2024,] the Company opened its [removed: ninth] [added: tenth] distribution center located in [removed: Navarre, Ohio,] [added: Maumelle, Arkansas,] which expanded the distribution center capacity by approximately [removed: 900,000] [added: 1.2 million] square feet.

| North Carolina | | | | | | 122 | | | | | | Washington | | | | | | 30 | | |

| Georgia | | | | | | 116 | | | | | | West Virginia | | | | | | 30 | | |

| Florida | | | | | | 115 | | | | | | Nebraska | | | | | | 27 | | |

| Pennsylvania | | | | | | 114 | | | | | | Maryland | | | | | | 26 | | |

| Michigan | | | | | | 109 | | | | | | Massachusetts | | | | | | 25 | | |

| Alabama | | | | | | 78 | | | | | | Connecticut | | | | | | 21 | | |

| Virginia | | | | | | 77 | | | | | | Minnesota | | | | | | 19 | | |

| Kentucky | | | | | | 75 | | | | | | Utah | | | | | | 16 | | |

| Louisiana | | | | | | 63 | | | | | | Vermont | | | | | | 10 | | |

| Wisconsin | | | | | | 34 | | | | | | Hawaii | | | | | | 2 | | |

| | | | | | | | | | | | | | | | | | | 2,502 | | |

| Maumelle, Arkansas | | | | | | 1,150,000 | | | | | | Owned | | |

| North Carolina | | | | | | 118 | | | | | | West Virginia | | | | | | 30 | | |

| Florida | | | | | | 111 | | | | | | Washington | | | | | | 29 | | |

| Pennsylvania | | | | | | 110 | | | | | | Nebraska | | | | | | 26 | | |

| Georgia | | | | | | 108 | | | | | | Massachusetts | | | | | | 25 | | |

| Michigan | | | | | | 102 | | | | | | Maine | | | | | | 23 | | |

| Virginia | | | | | | 74 | | | | | | Connecticut | | | | | | 21 | | |

| Kentucky | | | | | | 73 | | | | | | Minnesota | | | | | | 17 | | |

| Alabama | | | | | | 72 | | | | | | Utah | | | | | | 16 | | |

| Oklahoma | | | | | | 63 | | | | | | Idaho | | | | | | 10 | | |

| Illinois | | | | | | 31 | | | | | | Hawaii | | | | | | 2 | | |

| | | | | | | | | | | | | | | | | | | 2,414 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

In addition, the Company is building a new distribution center in Maumelle, Arkansas and anticipates that the new facility will begin operations in the second quarter of 2024.

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

As of January [removed: 27, 2024,] [added: 31, 2025,] the number of record holders of our common stock was [removed: 799] [added: 814] (excluding individual participants in nominee security position listings).

We paid cash dividends totaling [removed: $449.6] [added: $472.5] million and [removed: $409.6] [added: $449.6] million in fiscal [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

In fiscal [removed: 2023,] [added: 2024,] we declared and paid cash dividends to stockholders of [removed: $4.12] [added: $0.88] per common share outstanding as compared to [removed: $3.68] [added: $0.82] per common share outstanding in fiscal [removed: 2022.][added: 2023.]

These payments reflect an increase in the quarterly dividend to [removed: $1.03] [added: $0.22] in all four quarters of fiscal [removed: 2023] [added: 2024] from [removed: $0.92] [added: $0.21] per share in all four quarters of fiscal [removed: 2022.][added: 2023.]

On February [removed: 5, 2024,] [added: 12, 2025,] the Company’s Board of Directors declared a quarterly cash dividend of [removed: $1.10] [added: $0.23] per share of the Company’s outstanding common stock.

The dividend will be paid on March [removed: 12, 2024,] [added: 11, 2025,] to stockholders of record as of the close of business on February 26, [removed: 2024.][added: 2025.]

As of December [removed: 30, 2023,] [added: 28, 2024,] the Company had remaining authorization under the share repurchase program of [removed: $1.05 billion,] [added: $487.3 million,] exclusive of any fees, commissions or other expenses.

Stock purchase activity during fiscal [removed: 2023] [added: 2024] is set forth in the table below:

| Period | | | | | | Total [removed: Number of Shares Purchased] [added: Number of Shares Purchased (c)] | | | | | | [removed: Average Price Paid Per] [added: Average Price Paid Per] Share [added: (c)] | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs [added: (c)] | | | | | | Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (b) | | |

(a) The total number of shares purchased and average price paid per share include shares withheld from vested stock awards to satisfy employees’ minimum statutory tax withholding requirements of [removed: 94,246] [added: 473,387] during the first quarter, [removed: 6,913] [added: 13,505] during the second quarter, [removed: 3,926] [added: 17,050] during the third quarter, and [removed: 1,188] [added: 5,793] during the fourth quarter.

The following graph compares the cumulative total stockholder return on our common stock from December [removed: 29, 2018] [added: 28, 2019] to December [removed: 30, 2023] [added: 28, 2024] (the Company’s fiscal year-ends), with the cumulative total returns of the S&P 500 Index and the S&P Retail Index over the same period.

The comparison assumes that $100 was invested on December [removed: 29, 2018,] [added: 28, 2019,] in our common stock and in each of the foregoing indices and in each case assumes reinvestment of dividends.

[removed: ][added: ]

| | | | | | | [removed: 12/29/2018] [added: 12/28/2019] | | | | | | [removed: 12/28/2019] [added: 12/26/2020] | | | | | | [removed: 12/26/2020] [added: 12/25/2021] | | | | | | [removed: 12/25/2021] [added: 12/31/2022] | | | | | | [removed: 12/31/2022] [added: 12/30/2023] | | | | | | [removed: 12/30/2023] [added: 12/28/2024] | | |

On December 5, 2024, the Company’s Board of Directors authorized a five-for-one forward split (the “Stock Split”) of the Company’s outstanding shares of common stock, par value $0.008 per share.

On December 20, 2024, stockholders of record at the close of business on December 16, 2024, received four additional shares of common stock for each share owned by such stockholder.

The Certificate of Amendment to the Company’s Restated Certificate of Incorporation filed on December 19, 2024 effected the Stock Split and also proportionately increased the number of authorized common shares from 400.0 million to 2.00 billion.

The par value of each share was not changed.

All share and per-share information in this Annual Report on Form 10-K has been retroactively restated to reflect the Stock Split.

| First Quarter (a) | | | | | | 2,954,287 | | | | | | $ | 47.16 | | | | | 2,480,900 | | | | | | $ | 930,707,104 | |

| Second Quarter (a) | | | | | | 2,567,950 | | | | | | $ | 54.50 | | | | | 2,554,445 | | | | | | $ | 791,484,363 | |

| Third Quarter (a) | | | | | | 2,821,070 | | | | | | $ | 53.41 | | | | | 2,804,020 | | | | | | $ | 641,682,459 | |

| 9/20/2024 - 10/26/2024 | | | | | | 625,850 | | | | | | $ | 58.92 | | | | | 625,850 | | | | | | $ | 604,807,261 | |

| 10/27/2024 - 11/23/2024 | | | | | | 955,783 | | | | | | $ | 55.37 | | | | | 950,000 | | | | | | $ | 552,205,803 | |

| 11/24/2024 - 12/28/2024 | | | | | | 1,160,225 | | | | | | $ | 55.93 | | | | | 1,160,215 | | | | | | $ | 487,326,245 | |

| | | | | | | 2,741,858 | | | | | | $ | 56.42 | | | | | 2,736,065 | | | | | | $ | 487,326,245 | |

| As of and for the year ended December 28, 2024 | | | | | | 11,085,165 | | | | | | $ | 52.74 | | | | | 10,575,430 | | | | | | $ | 487,326,245 | |

(c) The Total Number of Shares Purchased, Average Price Paid Per Share, and Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs as shown in the table above are adjusted to reflect the five-for-one Stock Split effective December 20, 2024.

On February 12, 2025 the Company’s Board of Directors authorized a $1.00 billion increase to the existing share repurchase program, bringing the total amount authorized to date under the program to $7.50 billion.

| Tractor Supply Company | | | | | | $ | 100.00 | | | | | $ | 161.13 | | | | | $ | 253.13 | | | | | $ | 254.07 | | | | | $ | 247.59 | | | | | $ | 319.33 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 116.40 | | | | | $ | 150.67 | | | | | $ | 124.46 | | | | | $ | 157.17 | | | | | $ | 199.46 | |

| S&P Retail Index | | | | | | $ | 100.00 | | | | | $ | 143.31 | | | | | $ | 172.89 | | | | | $ | 114.02 | | | | | $ | 162.36 | | | | | $ | 219.96 | |

| First Quarter (a) | | | | | | 960,281 | | | | | | $ | 227.86 | | | | | 866,035 | | | | | | $ | 1,447,856,988 | |

| Second Quarter (a) | | | | | | 699,018 | | | | | | $ | 222.33 | | | | | 692,105 | | | | | | $ | 1,293,928,890 | |

| Third Quarter (a) | | | | | | 635,426 | | | | | | $ | 214.53 | | | | | 631,500 | | | | | | $ | 1,158,515,154 | |

| 10/1/23 - 10/28/23 | | | | | | 372,274 | | | | | | $ | 201.46 | | | | | 372,274 | | | | | | $ | 1,083,522,779 | |

| 10/29/23 - 11/25/23 | | | | | | 29,083 | | | | | | $ | 199.13 | | | | | 28,000 | | | | | | $ | 1,077,940,375 | |

| 11/26/23 - 12/30/23 | | | | | | 141,824 | | | | | | $ | 210.73 | | | | | 141,719 | | | | | | $ | 1,048,077,420 | |

| | | | | | | 543,181 | | | | | | $ | 203.76 | | | | | 541,993 | | | | | | $ | 1,048,077,420 | |

| As of and for the year ended December 30, 2023 | | | | | | 2,837,906 | | | | | | $ | 218.90 | | | | | 2,731,633 | | | | | | $ | 1,048,077,420 | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

| Tractor Supply Company | | | | | | $ | 100.00 | | | | | $ | 112.46 | | | | | $ | 181.20 | | | | | $ | 284.66 | | | | | $ | 285.72 | | | | | $ | 278.43 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 132.97 | | | | | $ | 154.78 | | | | | $ | 200.35 | | | | | $ | 165.49 | | | | | $ | 209.00 | |

| S&P Retail Index | | | | | | $ | 100.00 | | | | | $ | 129.15 | | | | | $ | 185.09 | | | | | $ | 223.29 | | | | | $ | 147.26 | | | | | $ | 209.70 | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

| [Management's Report on Internal Control over Financial [removed: Reporting](#id82b30f149f2405b8f3e0025afcf0a27_67)] [added: Reporting](#i75f1813eaf204226b77c9011beb23d61_70)] | | | [removed: [43](#id82b30f149f2405b8f3e0025afcf0a27_67)] [added: [41](#i75f1813eaf204226b77c9011beb23d61_70)] | | |

| [Reports [removed: of](#id82b30f149f2405b8f3e0025afcf0a27_70)] [added: of](#i75f1813eaf204226b77c9011beb23d61_73)] Ernst & Young LLP[, Independent Registered Public Accounting Firm (PCAOB [removed: ID:](#id82b30f149f2405b8f3e0025afcf0a27_70) 42[)](#id82b30f149f2405b8f3e0025afcf0a27_70)] [added: ID:](#i75f1813eaf204226b77c9011beb23d61_73) 42[)](#i75f1813eaf204226b77c9011beb23d61_73)] | | | [removed: [44](#id82b30f149f2405b8f3e0025afcf0a27_70)] [added: [42](#i75f1813eaf204226b77c9011beb23d61_73)] | | |

| [Consolidated Statements of [removed: Income](#id82b30f149f2405b8f3e0025afcf0a27_76)] [added: Income](#i75f1813eaf204226b77c9011beb23d61_79)] | | | [removed: [47](#id82b30f149f2405b8f3e0025afcf0a27_76)] [added: [45](#i75f1813eaf204226b77c9011beb23d61_79)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#id82b30f149f2405b8f3e0025afcf0a27_79)] [added: Income](#i75f1813eaf204226b77c9011beb23d61_82)] | | | [removed: [48](#id82b30f149f2405b8f3e0025afcf0a27_79)] [added: [46](#i75f1813eaf204226b77c9011beb23d61_82)] | | |

| [Consolidated Balance [removed: Sheets](#id82b30f149f2405b8f3e0025afcf0a27_82)] [added: Sheets](#i75f1813eaf204226b77c9011beb23d61_85)] | | | [removed: [49](#id82b30f149f2405b8f3e0025afcf0a27_82)] [added: [47](#i75f1813eaf204226b77c9011beb23d61_85)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#id82b30f149f2405b8f3e0025afcf0a27_85)] [added: Equity](#i75f1813eaf204226b77c9011beb23d61_88)] | | | [removed: [50](#id82b30f149f2405b8f3e0025afcf0a27_85)] [added: [48](#i75f1813eaf204226b77c9011beb23d61_88)] | | |

| [Consolidated Statements of Cash [removed: Flows](#id82b30f149f2405b8f3e0025afcf0a27_88)] [added: Flows](#i75f1813eaf204226b77c9011beb23d61_91)] | | | [removed: [51](#id82b30f149f2405b8f3e0025afcf0a27_88)] [added: [49](#i75f1813eaf204226b77c9011beb23d61_91)] | | |

| [Notes to Consolidated Financial [removed: Statements](#id82b30f149f2405b8f3e0025afcf0a27_91)] [added: Statements](#i75f1813eaf204226b77c9011beb23d61_94)] | | | [removed: [52](#id82b30f149f2405b8f3e0025afcf0a27_91)] [added: [50](#i75f1813eaf204226b77c9011beb23d61_94)] | | |

| [Note 1 – Significant Accounting [removed: Policies](#id82b30f149f2405b8f3e0025afcf0a27_94)] [added: Policies](#i75f1813eaf204226b77c9011beb23d61_97)] | | | [removed: [52](#id82b30f149f2405b8f3e0025afcf0a27_94)] [added: [50](#i75f1813eaf204226b77c9011beb23d61_97)] | | |

| [Note 2 – Share-Based [removed: Compensation](#id82b30f149f2405b8f3e0025afcf0a27_97)] [added: Compensation](#i75f1813eaf204226b77c9011beb23d61_100)] | | | [removed: [60](#id82b30f149f2405b8f3e0025afcf0a27_97)] [added: [58](#i75f1813eaf204226b77c9011beb23d61_100)] | | |

[removed: | [Note 4] [added: Note 3] – Goodwill and Other Intangible [removed: Assets](#id82b30f149f2405b8f3e0025afcf0a27_103) | | | [66](#id82b30f149f2405b8f3e0025afcf0a27_103) | | |][added: Assets]

[removed: | [Note 5] [added: Note 4] – [removed: Debt](#id82b30f149f2405b8f3e0025afcf0a27_106) | | | [67](#id82b30f149f2405b8f3e0025afcf0a27_106) | | |][added: Debt]

[removed: | [Note 6] [added: Note 5] – [removed: Leases](#id82b30f149f2405b8f3e0025afcf0a27_109) | | | [69](#id82b30f149f2405b8f3e0025afcf0a27_109) | | |][added: Leases]

[removed: | [Note 7] [added: Note 6] – Capital Stock and [removed: Dividends](#id82b30f149f2405b8f3e0025afcf0a27_112) | | | [71](#id82b30f149f2405b8f3e0025afcf0a27_112) | | |][added: Dividends]

[removed: | [Note 8] [added: Note 7] – Treasury [removed: Stock](#id82b30f149f2405b8f3e0025afcf0a27_115) | | | [72](#id82b30f149f2405b8f3e0025afcf0a27_115) | | |][added: Stock]

[removed: | [Note 9] [added: Note 8] – Net Income [removed: Per](#id82b30f149f2405b8f3e0025afcf0a27_118) [Share](#id82b30f149f2405b8f3e0025afcf0a27_118) | | | [72](#id82b30f149f2405b8f3e0025afcf0a27_118) | | |][added: Per Share]

[removed: | [Note 10] [added: Note 9] – Income [removed: Taxes](#id82b30f149f2405b8f3e0025afcf0a27_121) | | | [73](#id82b30f149f2405b8f3e0025afcf0a27_121) | | |][added: Taxes]

[removed: | [Note 11] [added: Note 10] – Retirement Benefit [removed: Plans](#id82b30f149f2405b8f3e0025afcf0a27_124) | | | [74](#id82b30f149f2405b8f3e0025afcf0a27_124) | | |][added: Plans]

[removed: | [Note 12] [added: Note 11] – Commitments and [removed: Contingencies](#id82b30f149f2405b8f3e0025afcf0a27_127) | | | [75](#id82b30f149f2405b8f3e0025afcf0a27_127) | | |][added: Contingencies]

[removed: | [Note 13] [added: Note 12] – Segment [removed: Reporting](#id82b30f149f2405b8f3e0025afcf0a27_130) | | | [75](#id82b30f149f2405b8f3e0025afcf0a27_130) | | |][added: Reporting]

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December [removed: 30, 2023.][added: 28, 2024.]

Based on this assessment, management believes that, as of December [removed: 30, 2023,] [added: 28, 2024,] the Company’s internal control over financial reporting is effective based on those criteria.

| [removed: February 23, 2024] [added: February 5, 2024] | | | | | | [added: $0.22] | | | | | | [removed: February 23, 2024] [added: February 26, 2024] | | | [added: | | | March 12, 2024 | | |]

We have audited Tractor Supply Company’s internal control over financial reporting as of December [removed: 30, 2023,] [added: 28, 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Tractor Supply Company (the Company) maintained, in all material respects, effective internal control over financial reporting as of December [removed: 30, 2023,] [added: 28, 2024,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December [removed: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022,] [added: 30, 2023,] the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December [removed: 30, 2023,] [added: 28, 2024,] and the related notes and our report dated February [removed: 23, 2024,] [added: 20, 2025,] expressed an unqualified opinion thereon.

[removed: February 23, 2024][added: | | | | 2024 | | | | | | | | | | | |]

We have audited the accompanying consolidated balance sheets of Tractor Supply Company (the Company) as of December [removed: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022,] [added: 30, 2023,] the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December [removed: 30, 2023,] [added: 28, 2024,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December [removed: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022,] [added: 30, 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December [removed: 30, 2023,] [added: 28, 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December [removed: 30, 2023,] [added: 28, 2024,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 23, 2024,] [added: 20, 2025] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | At December [removed: 30, 2023,] [added: 28, 2024,] the Company’s reserve for workers’ compensation and general liability self-insurance risks were [removed: $78.8] [added: $85.1] million and [removed: $59.1] [added: $61.4] million, respectively. As discussed in Note 1 of the consolidated financial statements, the Company retains a significant portion of risk for its workers’ compensation and general liability exposures. Accordingly, provisions are recorded based upon periodic estimates of such losses, as determined by management. The future claim costs for workers’ compensation and general liability exposures are estimated using actuarial methods that consider assumptions for a number of factors including, but not limited to, historical claims experience, loss development factors, and severity factors. | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| | | | (52 weeks) | | | | | | [removed: (53] [added: (52] weeks) | | | | | | [removed: (52] [added: (53] weeks) | | |

| Net sales | | | $ | [removed: 14,555,741] [added: 14,883,231] | | | | | $ | [removed: 14,204,717] [added: 14,555,741] | | | | | $ | [removed: 12,731,105] [added: 14,204,717] | |

| Cost of merchandise sold | | | [removed: 9,327,522] [added: 9,486,674] | | | | | | [removed: 9,232,513] [added: 9,327,522] | | | | | | [removed: 8,253,952] [added: 9,232,513] | | |

| Gross profit | | | [removed: 5,228,219] [added: 5,396,557] | | | | | | [removed: 4,972,204] [added: 5,228,219] | | | | | | [removed: 4,477,153] [added: 4,972,204] | | |

| Selling, general and administrative expenses | | | [removed: 3,356,258] [added: 3,481,863] | | | | | | [removed: 3,194,199] [added: 3,356,258] | | | | | | [removed: 2,900,297] [added: 3,194,199] | | |

| Depreciation and amortization | | | [removed: 393,049] [added: 447,162] | | | | | | [removed: 343,062] [added: 393,049] | | | | | | [removed: 270,158] [added: 343,062] | | |

| Operating income | | | [removed: 1,478,912] [added: 1,467,532] | | | | | | [removed: 1,434,943] [added: 1,478,912] | | | | | | [removed: 1,306,698] [added: 1,434,943] | | |

| Interest expense, net | | | [removed: 46,510] [added: 54,592] | | | | | | [removed: 30,633] [added: 46,510] | | | | | | [removed: 26,610] [added: 30,633] | | |

| [Note 13 - Subsequent Events](#i75f1813eaf204226b77c9011beb23d61_2199023257242) | | | [73](#i75f1813eaf204226b77c9011beb23d61_2199023257242) | | |

| February 20, 2025 | | | | | | | | | | | | February 20, 2025 | | |

February 20, 2025

February 20, 2025

| Basic | | | 536,949 | | | | | | 545,480 | | | | | | 556,681 | | |

| Diluted | | | 539,652 | | | | | | 548,729 | | | | | | 560,743 | | |

(a) All share and per share information has been adjusted to reflect the five-for-one Stock Split effective December 20, 2024 as discussed in Note 1.

| Cash and cash equivalents | | | 251,491 | | | | | | 397,071 | | |

| Common stock | | | 7,116 | | | | | | 7,093 | | |

| Additional paid-in capital | | | 1,376,532 | | | | | | 1,312,772 | | |

889,548 and 886,660 shares issued; 532,191 and 539,878 shares outstanding at December 28, 2024 and December 30, 2023, respectively.

(a) All share information has been adjusted to reflect the five-for-one Stock Split effective December 20, 2024 as discussed in Note 1.

| Repurchase of common stock | | | (10,576) | | | | | | | | | | | | | | | | | | (566,383) | | | | | | | | | | | | | | | | | | (566,383) | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,101,240 | | | | | | 1,101,240 | | |

| Stockholders’ equity at December 28, 2024 | | | 532,190 | | | | | | $ | 7,116 | | | | | $ | 1,376,532 | | | | | $ | (6,025,238) | | | | | $ | 1,217 | | | | | $ | 6,910,707 | | | | | $ | 2,270,334 | |

(a) All Common Stock share and related dollar information as well as Additional Paid-in Capital has been adjusted to reflect the five-for-one Stock Split effective December 20, 2024 as discussed in Note 1.

Stock Split

On December 5, 2024, the Company’s Board of Directors authorized a five-for-one forward split (the “Stock Split”) of the Company’s outstanding shares of common stock, par value $0.008 per share.

On December 20, 2024, stockholders of record at the close of business on December 16, 2024, received four additional shares of common stock for each share owned by such stockholder.

The Certificate of Amendment to the Company’s Restated Certificate of Incorporation filed on December 19, 2024 effected the Stock Split and also proportionately increased the number of authorized common shares from 400.0 million to 2.00 billion.

The par value of each share was not changed.

All share and per-share information herein has been retroactively restated to reflect the Stock Split.

Our deductible or self-insured retention, as applicable, for each claim involving general liability insurance is limited to $1,000,000.

| Land | | | | | | | | | $ | 107,447 | | | | | $ | 93,319 | |

A reconciliation of the beginning and ending payment obligations under the supplier finance program is as follows (in thousands):

| | | | Fiscal Year | | | | | | | | | | | |

| Balance at beginning of year | | | $ | 38,443 | | | | | | | | | | |

| Invoices confirmed during the year | | | 277,615 | | | | | | | | | | | |

| Confirmed Invoices paid during the year | | | (281,257) | | | | | | | | | | | |

| Balance at end of year | | | $ | 34,801 | | | | | | | | | | |

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”.

The Company adopted this ASU in fiscal 2024.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The ASU is intended to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions.

The ASU is required to be adopted for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The amendments should be applied on either a prospective basis to financial statements issued for reporting periods after the effective date of the update, or on a retrospective basis to any or all prior periods presented in the financial statements.

| Outstanding at December 30, 2023 (a) | | | | | | 5,074,385 | | | | | | 26.13 | | | | | | | | | | | | 5.0 | | | | | | $ | 83,492 | |

| Granted | | | | | | 682,070 | | | | | | 46.78 | | | | | | $ | 11.73 | | | | | | | | | | | | | |

| Exercised | | | | | | (1,528,810) | | | | | | 20.05 | | | | | | | | | | | | | | | | | | | | |

| Canceled | | | | | | (109,580) | | | | | | 40.52 | | | | | | | | | | | | | | | | | | | | |

| [Note 3 - Acquisition of Orscheln Farm and Home, LLC and Related Divestitures](#id82b30f149f2405b8f3e0025afcf0a27_100) | | | [64](#id82b30f149f2405b8f3e0025afcf0a27_100) | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

February 23, 2024

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

| Basic | | | 109,096 | | | | | | 111,336 | | | | | | 114,794 | | |

| Diluted | | | 109,746 | | | | | | 112,149 | | | | | | 115,824 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Income taxes payable | | | — | | | | | | 9,471 | | |

| Preferred stock | | | — | | | | | | — | | |

| Common stock | | | 1,419 | | | | | | 1,415 | | |

| Additional paid-in capital | | | 1,318,446 | | | | | | 1,261,283 | | |

177,332 and 176,876 shares issued; 107,976 and 110,251 shares outstanding at December 30, 2023 and December 31, 2022, respectively.

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

| Stockholders’ equity at December 26, 2020 | | | 116,246 | | | | | | $ | 1,401 | | | | | $ | 1,095,500 | | | | | $ | (3,356,953) | | | | | $ | (3,243) | | | | | $ | 4,187,135 | | | | | $ | 1,923,840 | |

| Repurchase of common stock | | | (4,364) | | | | | | | | | | | | | | | | | | (798,893) | | | | | | | | | | | | | | | | | | (798,893) | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 997,114 | | | | | | 997,114 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

| Cash and cash equivalents at beginning of period | | | 202,502 | | | | | | 878,030 | | | | | | 1,341,756 | | |

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

On October 12, 2022, the Company completed its acquisition of Orscheln Farm and Home, LLC (“Orscheln” or “Orscheln Farm and Home”).

The Company acquired 166 Orscheln stores for approximately $393.4 million, exclusive of cash acquired.

Concurrently with the closing of the acquisition, the Company divested 85 store locations to two buyers.

Net proceeds from the store divestitures were approximately $69.4 million.

In addition, Tractor Supply sold the Orscheln corporate headquarters and distribution center to Bomgaars Supply, Inc. for approximately $10.0 million in the third quarter of fiscal 2023.

The acquisition was financed with cash-on-hand and borrowings under the 2022 Senior Credit Facility (as defined below).

The Company has rebranded all Orscheln stores to Tractor Supply stores by the end of fiscal 2023.

See Note 3 to the Consolidated Financial Statements for additional information surrounding the acquisition of Orscheln Farm and Home.

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

[Table](#id82b30f149f2405b8f3e0025afcf0a27_7) [of Con](#id82b30f149f2405b8f3e0025afcf0a27_7)[tents](#id82b30f149f2405b8f3e0025afcf0a27_7)

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