Tractor Supply (TSCO) 10-K risk factor changes: FY2025 vs FY2024

*Failure to protect our reputation could have a material adverse effect on our brand name or any of our [removed: exclusive brands.*][added: Owned Brands.*]

Our success depends in part on the value and strength of the Tractor Supply name, including our [removed: exclusive brands.][added: Owned Brands.]

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As our customers [removed: begin to] [added: increasingly] expect a more personalized experience, our ability to collect, use, and protect relevant customer data is important to our ability to effectively meet their expectations.

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[removed: This] [added: Our] expansion strategy is dependent on our ability to find suitable locations, and we face competition from many retailers and other businesses for such sites.

[removed: Although we have a rigorous real estate site selection and approval process, there] [added: There] can be no assurance that our new store openings will be successful or result in incremental sales and profitability for the Company.

New stores build their sales volumes and refine their merchandise selection over time and, as a result, generally have [removed: lower gross margins and higher operating expenses as a percentage of net sales than our more mature stores.]

[removed: Also, while we employ several different methodologies to assess potential business opportunities, acquired] [added: Acquired] businesses may not achieve desired profitability objectives or other expectations, causing lower than expected earnings and cash flows which could adversely affect our financial performance and subsequently require impairment of long-lived assets, goodwill and other intangible assets.

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

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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 changes, including the risk of [added: evolving or] diverging regulatory requirements [added: and investor and consumer expectations] in different jurisdictions) are expected to be widespread and unpredictable.

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

*We may be adversely affected by legal, [removed: regulatory] [added: regulatory,] or market responses to global climate change.*

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If our investors, shareholder advocates, or indices in which we are included react negatively to [removed: the] [added: future] 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 [removed: trust.][added: trust or consumer perception.]

*General economic [added: and geopolitical] conditions may adversely affect our financial performance.*

Our results of operations may be sensitive to changes in overall economic [added: and geopolitical] conditions that impact consumer spending, including discretionary spending.

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

*Our failure to attract and retain qualified team members, increases in [removed: wage,] [added: wage] and labor costs, and changes in laws and other labor issues could adversely affect our financial performance.*

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[removed: Our vendors may be forced to reduce their production, shut down their operations or file for] bankruptcy protection, which could make it difficult for us to serve the market’s needs and could have a material adverse effect on our business.

[removed: While the] [added: The] Company [removed: selects these third-party vendors carefully, it] does not control [removed: their] [added: third party vendors’] actions or the components or manufacture of their products.

The [removed: political] [added: economic] landscape in the U.S. contains uncertainty with respect to tax and trade policies, tariffs and [removed: regulations] [added: regulations, and other geopolitical considerations] affecting trade between the U.S. and other countries.

Major developments in tax [removed: policy or] [added: policy,] trade relations, [added: or diplomatic relationships,] such as the disallowance of tax deductions for imported merchandise, the imposition of tariffs on imported 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.

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The U.S. has [added: recently] imposed [added: new or higher] tariffs on certain products imported into the U.S. from China and [added: other countries and] could propose additional tariffs.

In addition, the imposition of tariffs by the U.S. has resulted in the adoption of tariffs by China [added: and other countries] on U.S. exports and could result in the adoption of [added: additional] tariffs by other countries as well.

A resulting trade war [added: or increasing trade tensions] could have a significant adverse effect on world trade and the world economy.

Further, the imposition of tariffs or other changes in world trade could have an impact on certain U.S. industries and [removed: consumers] [added: consumers, could cause us to raise our prices] and [added: re-evaluate the sourcing of our products, and] could [added: consequently] negatively impact the consumer demand for products that we sell.

[removed: Given] [added: Increased tariffs have impacted our costs and margins, and given] the uncertainty regarding the scope and duration of the current and potential tariffs, as well as the potential for additional trade actions by the U.S. or other countries, the [added: future] impact on our business, results of operations, and financial condition is uncertain but could be significant.

Also, a fire, tornado, [added: snow] or [added: ice storm, or] other disaster at one of our distribution facilities could disrupt our timely receiving, processing, and shipment of merchandise to our stores which could adversely affect our business.

[removed: While we believe there are adequate reserve quantities and alternative suppliers available, shortages] [added: Shortages] or interruptions in the receipt or supply of products caused by unanticipated demand, such as occurred 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.

In addition, distribution-related construction or expansion [removed: projects] [added: projects, such as our Final Mile initiatives,] entail risks which could cause delays and cost overruns, such as: shortages of materials; shortages of skilled labor or work stoppages; unforeseen construction, scheduling, engineering, environmental, or geological problems; weather interference; fires or other casualty losses; and unanticipated cost increases.

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

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Technology, Data Security, Cybersecurity, Business [removed: Continuity] [added: Continuity,] and Disaster Recovery Risks

Additionally, we also receive and process information permitting cashless payments as part of our in-store and online operations at [removed: *TractorSupply.com*] [added: *TractorSupply.com,* *Petsense.com,*] and [removed: *Petsense.com*] [added: *Allivet.com*,] and on our mobile application, some of which depend upon the secure transmission of confidential information over public networks.

[removed: While we have enhanced our cybersecurity processes and procedures in response to the general cybersecurity threat environment in recent years, we are not aware of] any [removed: discrete cybersecurity threat, including as a result of any] previous cybersecurity incidents, that has materially affected or is reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.

There is no guarantee that measures we take to address this, such as our store localization, direct sales, and Final Mile initiatives, will be successful or sufficient to address our customer’s needs.

lower gross margins and higher operating expenses as a percentage of net sales than our more mature stores.

result in delays in the transportation and delivery of merchandise to our distribution centers, our stores, or our customers.

The implementation of certain of these requirements was paused in November 2025 and remains subject to litigation, with the result that the timing and outcomes of such court proceedings are currently unclear.

In addition, in 2025, we determined not to adopt climate targets in line with the Science Based Targets initiative.

Furthermore, natural disasters or acts of terrorism, public health epidemics or pandemics, and geopolitical tensions or incidents such as war, civil unrest, terrorist attacks or other acts of violence in the United States or in other areas of the world could adversely affect consumer spending or our operations, which could have a negative effect on our results of operations and financial condition.

Our vendors may be forced to reduce their production, shut down their operations or file for

We have enhanced our cybersecurity processes and procedures in response to the general cybersecurity threat environment in recent years.

We are not aware of any discrete cybersecurity threat, including as a result of

*Our increasing use of and investment in artificial intelligence and other emerging technologies could adversely affect our business, financial condition, and reputation.*

We use internally developed and third-party artificial intelligence and machine learning technology systems to operate our retail business more efficiently and to enhance the experiences of our customers and team members.

Our integrated use of these technology systems is intended to support more personalized customer experiences and improve forecasting, sourcing, inventory planning, labor planning, and fulfillment for seasonal and weather-sensitive demand.

We are investing, and expect to continue to invest, in expanding our artificial intelligence capabilities and to consider the adoption of other emerging technologies.

There can be no assurance, however, that our development or use of these technologies will achieve their intended benefits, operate as expected, be cost-effective, or not result in unintended consequences.

Further, the rapidly evolving legal and regulatory environment relating to artificial intelligence and privacy could impact our implementation of these and other emerging technologies and increase compliance costs and the risk of non-compliance.

Flaws, breaches, or malfunctions in these systems could lead to operational disruptions, data loss, erroneous decision-making, regulatory scrutiny, reputational harm, or legal liability that could adversely affect our business, reputation, and financial condition.

In addition, we face risk of competitive disadvantage if our competitors more effectively use emerging technologies to better serve customers, drive internal efficiencies, and create new or enhanced products or services.

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

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unseasonably cool weather in the spring and summer months, have affected the timing and volume of our sales and results of operations.

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

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

*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: 28, 2024] [added: 27, 2025] (our fiscal years [removed: 2024] [added: 2025] and [removed: 2023).][added: 2024).]

For a comparison of our results of operations for fiscal year December [removed: 30, 2023] [added: 28, 2024] and December [removed: 31, 2022,] [added: 30, 2023,] 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: 30, 2023,] [added: 28, 2024,] filed with the SEC on February [removed: 23, 2024.][added: 20, 2025.]

As of December [removed: 28, 2024,] [added: 27, 2025,] we operated [removed: 2,502] [added: 2,602] 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.

We also operate websites under the names [removed: *TractorSupply.com* and] [added: *TractorSupply.com,*] *Petsense.com*, [added: and *Allivet.com*] as well as a Tractor Supply Company mobile application.

Over the past five years, we have experienced considerable growth in stores, growing from [removed: 2,024] [added: 2,105] stores [removed: (1,844] [added: (1,923] Tractor Supply retail stores and [removed: 180] [added: 182] Petsense by Tractor Supply retail stores) at the end of fiscal [removed: 2019] [added: 2020] to [removed: 2,502 stores (2,296 Tractor Supply retail] [added: 2,602] stores [removed: and 206 Petsense by] [added: (2,395] Tractor Supply [removed: retail stores) at the end of fiscal 2024, and in net sales, with a compounded annual growth rate of approximately 12.2%.]

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

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

In fiscal [removed: 2023,] [added: 2025,] we opened [removed: 70] [added: 99] new Tractor Supply stores in [removed: 28] [added: 36] states and [removed: 13] [added: five] new Petsense by Tractor Supply stores in [removed: nine states.][added: four states and closed four Petsense by Tractor Supply stores.]

This resulted in a selling square footage increase of approximately [removed: 2%] [added: 4%] in fiscal [removed: 2024] [added: 2025] and [removed: 3%] [added: 2%] in fiscal [removed: 2023.][added: 2024.]

Net sales increased [removed: 2.2%] [added: 4.3%] to [removed: $14.88] [added: $15.52] billion in fiscal [removed: 2024] [added: 2025] from [removed: $14.56] [added: $14.88] billion in fiscal [removed: 2023.][added: 2024.]

Comparable store sales increased [removed: 0.2%] [added: 1.2%] in fiscal [removed: 2024] [added: 2025 as] compared to [removed: a flat growth rate] [added: an increase of 0.2%] in fiscal [removed: 2023.][added: 2024.]

Gross profit increased [removed: 3.2%] [added: 4.8%] to [removed: $5.40] [added: $5.65] billion in fiscal [removed: 2024] [added: 2025] from [removed: $5.23] [added: $5.40] billion in fiscal [removed: 2023,] [added: 2024,] and gross margin increased [removed: 34] [added: 16] basis points to [removed: 36.3%] [added: 36.4%] of net sales in fiscal [removed: 2024] [added: 2025] from [removed: 35.9%] [added: 36.3%] of net sales in fiscal [removed: 2023.][added: 2024.]

Operating [removed: income] [added: margin] decreased [removed: 30] [added: 41] basis points to [removed: 9.9%] [added: 9.5%] of net sales in fiscal [removed: 2024] [added: 2025] from [removed: 10.2%] [added: 9.9%] of net sales in fiscal [removed: 2023.][added: 2024.]

For fiscal [removed: 2024,] [added: 2025,] net income was $1.10 billion, or [removed: $2.04] [added: $2.06] per diluted share, compared to [removed: $1.11] [added: $1.10] billion, or [removed: $2.02] [added: $2.04] per diluted share, in fiscal [removed: 2023.][added: 2024.]

We ended fiscal [removed: 2024] [added: 2025] with [removed: $251.5] [added: $194.1] million in cash and cash equivalents and outstanding long-term debt of [removed: $1.83] [added: $1.77] billion, after returning [removed: $1.03 billion] [added: $848.5 million] to our stockholders through stock repurchases and quarterly cash dividends.

The preparation of these financial statements requires management to make informed estimates and judgments that affect the reported amounts of assets, liabilities, revenues [removed: and expenses, and related disclosure of contingent assets and liabilities.]

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We [removed: also] have established a reserve for estimating inventory shrinkage between physical inventory counts.

Our shrinkage reserve contains uncertainties because the calculation requires management to make assumptions and to apply judgment regarding future shrinkage trends, the effect of loss prevention [removed: measures] [added: measures,] and merchandising strategies.

We have not made any material changes in the accounting methodology used to recognize [removed: inventory impairment reserves or] shrinkage in the financial periods presented.

We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to calculate [removed: impairment or] shrinkage.

However, if assumptions regarding [removed: consumer demand, clearance potential or] inventory loss for certain products are inaccurate, we may be exposed to losses or gains that could be material.

A 10% change in our [removed: inventory impairment] [added: shrinkage] reserve as of December [removed: 28, 2024,] [added: 27, 2025] would have affected net income by approximately [removed: $2.5] [added: $4.7] million in fiscal [removed: 2024.][added: 2025.]

A 10% change in our [removed: shrinkage reserve] [added: self-insurance reserves] as of December [removed: 28, 2024,] [added: 27, 2025] would have affected net income by approximately [removed: $4.7] [added: $12.0] million in fiscal [removed: 2024.][added: 2025.]

Provisions for losses related to our self-insured liabilities are based upon [removed: periodic independent] [added: periodic, independent,] actuarially determined estimates that consider a number of factors including historical claims experience, loss development factors, and severity factors.

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[added: 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.

If we recognize an impairment loss, the adjusted carrying amount of the asset becomes [removed: its new cost basis.]

There were no significant long-lived assets impairment charges recognized in fiscal [removed: 2024.][added: 2025.]

Our impairment loss [removed: calculation contains] [added: calculations contain] uncertainties because they require management to make assumptions and to apply judgment to qualitative factors as well as estimate future cash flows and asset fair values, including forecasting projected financial information and selecting the discount rate that reflects the risk inherent in future cash flows.

There were no goodwill or other indefinite-lived intangible assets impairment charges recognized in fiscal [removed: 2024.][added: 2025.]

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The following table sets forth, for the periods indicated, certain items in the Consolidated Statements of Income expressed as a [removed: percentage] [added: percent] of net sales.

| Cost of merchandise sold (a) | | | [removed: 63.74] [added: 63.58] | | | | | | [removed: 64.08] [added: 63.74] | | | | | | | | |

| Gross margin (a) | | | [removed: 36.26] [added: 36.42] | | | | | | [removed: 35.92] [added: 36.26] | | | | | | | | |

| Selling, general and administrative expenses (a) | | | [removed: 23.39] [added: 23.79] | | | | | | [removed: 23.06] [added: 23.39] | | | | | | | | |

| Depreciation and amortization | | | [removed: 3.00] [added: 3.18] | | | | | | [removed: 2.70] [added: 3.00] | | | | | | | | |

| Operating income | | | [removed: 9.86] [added: 9.45] | | | | | | [removed: 10.16] [added: 9.86] | | | | | | | | |

retail stores and 207 Petsense by Tractor Supply retail stores) at the end of fiscal 2025, and in net sales, with a compounded annual growth rate of approximately 7.9%.

Allivet sales will be considered comparable store sales one year after the transaction close date of December 30, 2024.

and expenses, and related disclosure of contingent assets and liabilities.

its new cost basis.

| | | | 2025 | | | | | | 2024 | | | | | | | | |

Net sales increased 4.3% to $15.52 billion in fiscal 2025 from $14.88 billion in fiscal 2024.

The increase in net sales was driven by new store openings, the contribution from Allivet, and the 1.2% increase in comparable store sales.

Comparable store sales growth was driven by strength in both C.U.E. and seasonal categories, partially offset by softness in emergency response and discretionary categories including big ticket products.

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| *Note: Net sales by major product categories for prior periods have been reclassified to conform to the current year presentation.* | | | | | | | | | | | |

These factors were partially offset by both a disciplined focus on productivity and ongoing cost control, as well as a modest benefit from the Company’s ongoing sale-leaseback strategy.

The decrease was driven primarily by the benefit associated with the purchase of transferable federal tax credits, partially offset by a reduction in the benefit from annual stock compensation activity.

*Note: Amounts may not sum to totals due to rounding.*

The $214.5 million increase in net cash provided by operating activities is driven by both the increase in deferred income taxes, primarily attributable to the impact of the One Big Beautiful Bill Act (the “OBBBA”), and the effective management of our inventory and accounts payable.

| | | | 2025 | | | | | | 2024 | | | | | | | | |

| Acquisition of Allivet, net of cash acquired | | | (139.9) | | | | | | — | | | | | | (139.9) | | |

*Note: Amounts may not sum to totals due to rounding.*

Capital expenditures for fiscal 2025 included the opening of 99 new Tractor Supply stores compared to 80 new Tractor Supply stores during fiscal 2024.

Partially offsetting the increase in total capital expenditures, proceeds from the sale of property and equipment increased in fiscal 2025 primarily driven by the sale of both new, fixed-fee development stores and existing stores as part of our sale-leaseback program.

The decrease in capital expenditures for existing stores in fiscal 2025 primarily reflects a reallocation of funds to construction of the new distribution center in Nampa, Idaho, as well efficiencies and lower average costs related to our continued Project Fusion remodels and side lot garden center transformations.

Spend in fiscal 2024 reflects activities associated with construction of the Maumelle, Arkansas distribution center which opened during the second quarter of fiscal 2024.

On December 30, 2024, the Company completed its acquisition of Allivet, an online pet pharmacy.

Net cash used in investing activities includes the cash used for the acquisition of Allivet, net of cash acquired as part of the transaction.

| | | | 2025 | | | | | | 2024 | | | | | | Variance | | |

As of December 27, 2025, the Company had remaining authorization under the share repurchase program of $1.13 billion, exclusive of any fees, commissions or other expenses.

sites, and we believe we have significant additional opportunities for new Tractor Supply stores.

An Orscheln store will be considered a comparable store one year after its point-of-sale system conversion.

We identify potentially excess and slow-moving inventory by evaluating turn rates, historical and expected future sales trends, age of merchandise, overall inventory levels, current cost of inventory, and other benchmarks.

We have established an inventory valuation reserve to recognize the estimated impairment in value (i.e., an inability to realize the full carrying value) based on our aggregate assessment of these valuation indicators under prevailing market conditions and current merchandising strategies.

We do not believe our merchandise inventories are subject to significant risk of obsolescence in the near term.

However, changes in market conditions or consumer purchasing patterns could result in the need for additional reserves.

Our impairment reserves contain uncertainties because the calculations require management to make assumptions and to apply judgment regarding forecasted customer demand and the promotional environment.

A 10% change in our self-insurance reserves as of December 28, 2024, would have affected net income by approximately $11.4 million in fiscal 2024.

The impairment loss calculation compares the carrying value of the related

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| | | | 2024 | | | | | | 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.

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

The primary drivers for the decrease in the Company's effective income tax rate year over year were a decrease in state income taxes and an increase in federal credits, partially offset by a reduction in the benefit from overall annual stock compensation activity.

Fiscal 2023 Compared to Fiscal 2022

For a comparison of our performance and financial metrics for the fiscal years ended December 30, 2023 and December 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 30, 2023, filed with the SEC on February 23, 2024 (“2023 10-K”).

Our current ratings, as well as future rating agency actions, could impact our ability to finance our operations on satisfactory terms and affect our financing costs.

There can be no assurance that we will maintain or improve our current credit ratings.

On May 5, 2023, the Company completed the sale of $750 million aggregate principal amount of its 5.25% Senior Notes.

The

entire principal amount of the 5.25% Senior Notes is due in full on May 15, 2033.

Interest is payable semi-annually in arrears

on each May 15 and November 15.

The terms of the 5.25% Senior Notes are governed by the Base Indenture (as defined below), as amended and supplemented by the Second Supplemental Indenture (as defined below) between the Company and Regions Bank, as trustee.

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.

| Proceeds from sale of business assets | | | — | | | | | | 14.3 | | | | | | $ | (14.3) | |

The Maumelle, Arkansas distribution center began operations in the second quarter of fiscal 2024 and expanded our distribution capacity by approximately 1.2 million square feet.

Spending also reflects an investment in 80 new Tractor Supply stores, 11 new Petsense by Tractor Supply stores, and five store relocations during fiscal 2024.

In fiscal 2023, we opened 70 new Tractor Supply stores and 13 new Petsense by Tractor Supply stores and had eight store relocations.

Capital expenditures for existing stores in fiscal 2024 and fiscal 2023 primarily reflect our strategic initiatives related to store remodels, including internal space productivity and side lot garden center transformations.

Spending in both fiscal 2024 and fiscal 2023 also includes routine maintenance activity.

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.

In fiscal 2024, we sold and subsequently leased back 20 of our retail locations, including 15 existing stores and 5 new stores, resulting in proceeds of $130.8 million.

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.

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

We [removed: use] [added: previously entered into] an interest rate swap [added: agreement] to manage our exposure to the impact of interest rate changes.

[removed: Therefore,] [added: The] fluctuations in interest rates [added: after maturation of this agreement] did not have a material impact on our financial condition [removed: and] [added: or] results of operations.

Our strategy is to reduce or mitigate the effects of purchase price volatility, principally by taking advantage of vendor incentive programs, [added: leveraging] economies of scale from increased volume of purchases, adjusting retail prices, and selectively buying from the most competitive vendors without sacrificing quality.

| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | 39 | | |

The interest rate swap agreement matured in the first quarter of fiscal 2025.

The outstanding amount under the 2022 Senior Credit Facility was mostly hedged by our interest rate swap during fiscal 2024.

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

At December [removed: 28, 2024,] [added: 27, 2025,] we operated [removed: 2,502] [added: 2,602] retail stores in 49 states [removed: (2,296] [added: (2,395] Tractor Supply retail stores and [removed: 206] [added: 207] Petsense by Tractor Supply retail stores).

Our retail store locations and digital capabilities provide the convenience to allow our customers to engage with us anytime, [removed: anywhere] [added: anywhere,] and in any way they choose.

Our distinct approach differentiates us from other retailers by concentrating our product assortment [added: and services] on these core customers.

Serving the rural lifestyle market, we act as a trip consolidator for numerous [removed: basic maintenance] [added: needs-based] requirements of farm, ranch, and rural customers.

| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | 1 | | |

Our stores have been equipped with tools such as team member communication [removed: devices, wireless internet,] [added: devices] and mobile point-of-sale devices that enable our team members to provide an enhanced shopping experience to our customers.

We are in the midst of a multi-year project that began in 2020 to remodel our existing store base, bringing programs to life with new fixtures, [removed: layouts] [added: layouts,] and products that truly enhance the customer shopping experience.

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

No single product accounted for more than 10% of our sales during fiscal [removed: 2024.][added: 2025.]

| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | 2 | | |

The following table indicates the [removed: percentage] [added: percent] of net sales represented by each of our major product categories during fiscal [added: 2025,] 2024, [removed: 2023,] and [removed: 2022:][added: 2023:]

| Product Category: | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

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

| Companion Animal | | | [removed: 25] [added: 24] | | | | | | [removed: 25] [added: 24] | | | | | | [removed: 23] [added: 25] | | |

| Seasonal & Recreation | | | [removed: 23] [added: 24] | | | | | | [removed: 22] [added: 24] | | | | | | 22 | | |

| Truck, [removed: Tool,] [added: Tool] & Hardware | | | [removed: 16] [added: 15] | | | | | | 16 | | | | | | 16 | | |

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

[removed: *Note:* *Net] [added: | *Note: Net] sales by major product categories for prior periods have been reclassified to conform to the current year presentation.* [added: | | | | | | | | | | | | | | | | | |]

We purchase our products from a group of over [removed: 1,000] [added: 1,100] vendors, with no one vendor representing more than 10% of our purchases during fiscal [removed: 2024.][added: 2025.]

Approximately [removed: 400] [added: 425] core vendors accounted for 90% of our merchandise purchases during fiscal [removed: 2024.][added: 2025.]

We have not experienced any significant difficulty in obtaining satisfactory alternative sources of supply for our products to meet customer demands despite the [removed: global supply chain disruptions] [added: changes in tax] and [removed: delays.][added: trade policies, tariffs, and other regulations affecting trade between the U.S. and other countries.]

In addition to selling products that bear [added: high quality,] nationally-known manufacturer brands, we also sell products [removed: manufactured for us] under a number of [removed: exclusive] brands [added: owned by the Company (“Owned Brands”) as well as exclusively licensed product categories per licensing agreements with third parties (“Exclusive Product Categories”)] that we consider to be important to our business.

These [removed: exclusive brands] [added: Owned Brands] are manufactured for us by a number of vendors and provide an alternative to the national brands, which helps provide value for our customers and positions us as a destination retailer.

| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | 3 | | |

Our [removed: exclusive brands] [added: Owned Brands and Exclusive Product Categories, collectively,] represented approximately [removed: 29%,] [added: 30%,] 29%, and [removed: 30%] [added: 29%] of our total sales in fiscal [removed: 2024,] [added: 2025,] fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022,] [added: 2023,] respectively.

| *American Farmworks*® (livestock, farm and ranch [added: equipment)] | | | *Producer’s Pride*® (livestock and horse feed and supplies) | | |

| *Country Lane*® (grooming preparations, animal [added: feed and feed supplements)] | | | *Ridgecut*® (apparel) | | |

| *Country Tuff*® (lubricants, fluids and oil treatments) | | | [removed: *Strive*® (pet foods)] [added: *Royal Wing Total Care*® (bird feed and supplies)] | | |

| *Dumor*® (livestock and horse feed and supplies) | | | [removed: *Traveller*® (truck and automotive products)] [added: *Strive*® (pet foods)] | | |

| *Farm Table*® (pet food and treats) | | | [removed: *Treeline*® (hunting gear] [added: *Traveller*® (truck] and [removed: accessories)] [added: automotive products)] | | |

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

[removed: The exclusive brands] [added: Our Owned Brands] identified [removed: above] [added: below] have been registered as trademarks with the USPTO for certain products and some are the subject of additional applications for registration pending before the USPTO for other products.

Our patents [removed: (both United States and foreign)] [added: (United States)] have expiration dates ranging from [removed: April 5, 2027] [added: March 31, 2030] to [removed: November 3, 2043] [added: January 18, 2044] 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: 2024,] [added: 2025,] our Tractor Supply stores received approximately 81% of [added: their] merchandise through this network while the remaining merchandise shipped directly from our vendors to our stores or customers.

We believe this flow facilitates the prompt and efficient distribution of merchandise that allows us to be a dependable supplier to our customers for their [removed: “*Out Here*”] [added: “Out Here”] lifestyle solutions by enhancing in-stock inventory positions, while minimizing freight expense and improving the inventory turn rate.

We also use third-party operated import centers, mixing [removed: centers] [added: centers,] and pop-up distribution facilities which provide additional distribution capacity.

We utilize multiple common carriers for store and direct to customer [added: deliveries.]

| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | 4 | | |

Leveraging our value-driving offerings from our Neighbor’s Club loyalty program, we [removed: utilize] [added: employ] an “everyday low price” philosophy to consistently offer our products at competitive prices complemented by limited and strategically planned promotions throughout the year.

On December 30, 2024, the Company completed its acquisition of Allivet, an online pet pharmacy.

Pursuant to the agreement governing the transaction, the Company acquired 100% of the equity interest in Allivet for a purchase price of $135.0 million.

The acquisition was financed with cash on hand from the balance sheet.

Additionally, we extend our legendary customer service to address the “Out Here” business-to-business market including larger farms, small to medium businesses and event spaces through our direct sales program.

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

Beginning in the fiscal year ended December 27, 2025, we revised the metric of exclusive brands as a percentage of total sales, which historically included only our Owned Brands, to include both our Owned Brands and Exclusive Product Categories as a percent of total sales.

Prior period amounts have been recast to conform to the current year presentation.

| *Huskee*® (outdoor power equipment) | | | *Treeline*® (hunting gear and accessories) | | |

| *Impeckables*® (poultry feed, poultry kits and egg incubators) | | | *TSC Tractor Supply Co*® (trailers, truck tool boxes and animal bedding) | | |

| *JobSmart*® (tools) | | | *Untamed*® (pet foods) | | |

In addition, the Company is building a new distribution center located in Nampa, Idaho.

This new facility will expand the Company’s distribution center capacity by approximately 865,000 square feet and is anticipated to begin operations in the fourth quarter of 2026.

Additionally, our comprehensive Final Mile delivery solution (“Final Mile”) provides greater order visibility and delivery reliability to our customers and is a key initiative for driving our direct sales business and our digital sales.

Our approach is to make our products, expertise, and services accessible whenever and however customers choose to engage with Tractor Supply.

Through our Neighbor’s Club loyalty program, we use customer insights to strengthen engagement and personalize experiences across channels.

We offer buy online, pickup in-store, curbside pickup, delivery to a local store, and delivery to home, farm, or business.

Our digital platform offers an extended assortment, including direct to consumer items not carried in stores, allowing us to expand our “endless aisle” to meet a broader range of customer needs.

Our distribution facilities and our nationwide store network operate together as an integrated fulfillment capability supporting our omnichannel capabilities.

Our digital platforms, stores, and supply chain are increasingly connected through digital capabilities, enabling a seamless shopping experience and supporting the fulfillment of a significant portion of digital orders through our stores.

We continue to invest in technologies that enhance both customer and team member experiences, including data analytics, automation, and the responsible use of artificial intelligence.

These tools support operational efficiency, strengthen our digital platforms, and improve fulfillment capabilities across our integrated network.

We are committed to a continuous improvement program that enhances productivity and operational effectiveness.

Using the Tractor Value System, our internal continuous improvement framework along with data analytics and team member engagement, we assess processes and identify opportunities to reduce costs and support innovation.

We establish annual goals for productivity and cost improvement and provide training to expand our team’s understanding and application of continuous improvement principles.

We have implemented various continuous improvement projects across the business.

We have invested resources in management information and control systems to support our operations, manage merchandise flow, and provide a consistent customer experience across our stores, supply chain, and digital platforms.

- Price and promotion management system;

We invest in technology to maintain the reliability, scalability, and security of our systems and to support our strategic priorities.

We also invest in information technology and implement and assess capabilities such as computer vision, automation, advanced analytics, and the responsible use of artificial intelligence.

We evaluate additional emerging technologies, including robotics, robotic process automation, and edge computing, as potential tools to improve operational efficiency.

Collectively, these efforts are designed to support secure, efficient, and stable systems throughout our organization.

*Allivet*

Allivet is an online pet and animal pharmacy fully licensed in all 50 states with three distribution centers that allow it to efficiently serve the needs of its customers and reach a large majority of the U.S. with next day delivery.

We operate the Allivet pharmacy through both *Tractorsupply.com* and *Allivet.com*.

Allivet has a proven platform to make pet parenting easier by providing convenient access to brand-name medications, expert pharmacy advice, and automatic delivery with its auto-ship program.

We believe

At December 27, 2025, we operated 2,602 retail stores in 49 states (2,395 Tractor Supply retail stores and 207 Petsense by Tractor Supply retail stores).

Since January 2019, Mr. Lawton has served as a director of Sealed Air Corporation and was appointed as a director of Wayfair Inc. in November 2025.

| | | | | | | | | |

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

Our exclusive brands include:

| equipment) | | | | | |

| feed and feed supplements) | | | | | |

| | | | animal bedding) | | |

| *Huskee*® (outdoor power equipment) | | | *Untamed*® (pet foods) | | |

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

| | | | incubators) | | |

On May 14, 2024, the Company opened its tenth and largest distribution center located in Maumelle, Arkansas, which expanded the distribution center capacity by approximately 1.2 million square feet.

deliveries.

Our goal is to be available anytime, anywhere, and in any way our customers choose to engage with our brand.

Our focus is on delivering a comprehensive, easy shopping experience, offering the conveniences our customers want and expect by driving a personalized experience by leveraging our Neighbor’s Club Loyalty program.

We offer buy online, pickup in-store, and curbside pickup, which provide convenient access for customers to pick up merchandise from our store locations.

Additionally, our online experience offers an expansive product assortment including a direct to consumer assortment.

This allows us to extend our aisles beyond our store locations and provides convenient and useful content that is relevant to our customers’ lifestyle.

We provide our customers the ability to have products shipped directly to our retail store locations or delivered to their homes or offices.

We use our distribution facility network as well as our stores to support our e-commerce activities.

Our digital 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.

We are committed to a continuous improvement program to drive change throughout our organization.

Using data analytics and team member engagement, we examine business processes and identify opportunities to reduce costs, drive innovation, and improve effectiveness.

We establish annual goals for productivity and cost improvement.

Additionally, we have training goals to expand our team’s knowledge and understanding of continuous improvement, which is a key pillar in our culture.

We have implemented several continuous improvement projects, with team members across our business, to evaluate key operations and implement process changes.

We have invested resources in management information and control systems to provide legendary customer service and to deliver the right products in the right place at the right time.

- Price optimization system;

We continue to invest in technology to support store, online, and distribution facility expansion and our long-term strategic growth initiatives focused heavily on improving the customer experience across all channels.

We plan to continue to invest in information technology and implement efficiency-driving system enhancements such as computer vision, labor and task management tools, edge computing and artificial intelligence.

We will continue to evaluate the use of emerging technologies to improve productivity such as robotics, robotic process automation, quantum computing and other technologies.

Collectively, these efforts are directed toward improving business processes, maintaining secure, efficient, and stable systems, and enabling the continued growth and success of our business.

new Petsense by Tractor Supply stores.

Stewardship and Compliance with Environmental Matters

Our operations are subject to numerous federal, state, and local environmental laws and regulations, enacted or adopted to protect the environment.

We are committed to complying with all applicable environmental laws and regulations.

We are also committed to becoming a more environmentally sustainable company, including through promoting land and water conservation efforts.

This commitment is demonstrated through our Stewardship Program, which is comprised of environmental and sustainability-related initiatives designed to lessen our environmental footprint.

These include the installation of energy management systems, LED lighting conversion, high efficiency heating/air conditioning systems; recycling programs in our stores, distribution centers and Store Support Center; and the installation of rooftop solar arrays at the Store Support Center in Brentwood, Tennessee, our Tractor Supply store in Hendersonville, Tennessee and our newest distribution centers in Navarre, Ohio and Maumelle, Arkansas.

We continue to invest in sustainable buildings with the design, construction and operation of facilities that meet LEED (Leadership in Energy and Environmental Design) standards.

Our Store Support Center and distribution centers in Casa

Grande, Arizona, and Frankfort, New York are all LEED Silver certified.

For a description of the Company's legal proceedings, refer to [removed: [Note 11](#i75f1813eaf204226b77c9011beb23d61_130)] [added: Note 12] 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: 28, 2024][added: 27, 2025]

[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 June [removed: 29, 2024,] [added: 28, 2025,] the last business day of the registrant’s most recently completed second fiscal quarter, was approximately [removed: $23.7] [added: $22.0] billion.

| Class | | | | | | Outstanding at January [removed: 25, 2025] [added: 24, 2026] | | |

| Common Stock, $.008 par value | | | | | | [removed: 531,548,314] [added: 526,351,286] | | |

Portions of the Registrant’s definitive Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Stockholders are incorporated by reference into Part III hereof.

| [Forward-Looking [removed: Statements](#i75f1813eaf204226b77c9011beb23d61_10)] [added: Statements](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_10)] | | | | | | [removed: [ii.](#i75f1813eaf204226b77c9011beb23d61_10)] [added: [ii.](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_10)] | | |

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| [removed: [9C.](#i75f1813eaf204226b77c9011beb23d61_148)] [added: [9C.](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_148)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i75f1813eaf204226b77c9011beb23d61_148)] [added: Inspections](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_148)] | | | [removed: [74](#i75f1813eaf204226b77c9011beb23d61_148)] [added: [75](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_148)] | | |

| [PART [removed: III](#i75f1813eaf204226b77c9011beb23d61_151)] [added: III](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_151)] | | | | | | [removed: [74](#i75f1813eaf204226b77c9011beb23d61_151)] [added: [75](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_151)] | | |

| [removed: [10.](#i75f1813eaf204226b77c9011beb23d61_154)] [added: [10.](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_154)] | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i75f1813eaf204226b77c9011beb23d61_154)] [added: Governance](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_154)] | | | [removed: [74](#i75f1813eaf204226b77c9011beb23d61_154)] [added: [75](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_154)] | | |

| [removed: [11.](#i75f1813eaf204226b77c9011beb23d61_157)] [added: [11.](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_157)] | | | [Executive [removed: Compensation](#i75f1813eaf204226b77c9011beb23d61_157)] [added: Compensation](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_157)] | | | [removed: [74](#i75f1813eaf204226b77c9011beb23d61_157)] [added: [75](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_157)] | | |

| [removed: [12.](#i75f1813eaf204226b77c9011beb23d61_160)] [added: [12.](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_160)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i75f1813eaf204226b77c9011beb23d61_160)] [added: Matters](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_160)] | | | [removed: [74](#i75f1813eaf204226b77c9011beb23d61_160)] [added: [75](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_160)] | | |

| [removed: [13.](#i75f1813eaf204226b77c9011beb23d61_163)] [added: [13.](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_163)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i75f1813eaf204226b77c9011beb23d61_163)] [added: Independence](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_163)] | | | [removed: [75](#i75f1813eaf204226b77c9011beb23d61_163)] [added: [76](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_163)] | | |

| [removed: [14.](#i75f1813eaf204226b77c9011beb23d61_166)] [added: [14.](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_166)] | | | [Principal Accountant Fees and [removed: Services](#i75f1813eaf204226b77c9011beb23d61_166)] [added: Services](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_166)] | | | [removed: [75](#i75f1813eaf204226b77c9011beb23d61_166)] [added: [76](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_166)] | | |

| [PART [removed: IV](#i75f1813eaf204226b77c9011beb23d61_169)] [added: IV](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_169)] | | | | | | [removed: [75](#i75f1813eaf204226b77c9011beb23d61_169)] [added: [76](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_169)] | | |

| [removed: [15.](#i75f1813eaf204226b77c9011beb23d61_172)] [added: [15.](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_172)] | | | [Exhibits and Financial Statement [removed: Schedules](#i75f1813eaf204226b77c9011beb23d61_172)] [added: Schedules](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_172)] | | | [removed: [75](#i75f1813eaf204226b77c9011beb23d61_172)] [added: [77](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_172)] | | |

| [removed: [16.](#i75f1813eaf204226b77c9011beb23d61_175)] [added: [16.](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_175)] | | | [Form 10-K [removed: Summary](#i75f1813eaf204226b77c9011beb23d61_175)] [added: Summary](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_175)] | | | [removed: [76](#i75f1813eaf204226b77c9011beb23d61_175)] [added: [77](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_175)] | | |

| [PART I](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_13) | | | | | | [1](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_13) | | |

| [1.](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_16) | | | [Business](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_16) | | | [1](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_16) | | |

| [2.](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_28) | | | [Properties](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_28) | | | [25](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_28) | | |

| [PART II](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_37) | | | | | | [27](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_37) | | |

| [6.](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_43) | | | [\[Reserved\]](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_43) | | | [29](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_43) | | |

| [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) | | |

| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | 23 | | |

| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | 24 | | |

The Audit Committee reports regularly on cybersecurity matters to the Board.

As of December [removed: 28, 2024,] [added: 27, 2025,] the Company operated [removed: 2,502] [added: 2,602] stores in 49 states [removed: (2,296] [added: (2,395] Tractor Supply retail stores and [removed: 206] [added: 207] Petsense by Tractor Supply retail stores.) The Company leases approximately [removed: 96%] [added: 97%] of its stores.

| [removed: Texas] [added: New Jersey] | | | | | | [removed: 261] [added: 33] | | | | | | [removed: New Jersey] | | | | | | [removed: 31] | | |

| North Carolina | | | | | | [removed: 122] [added: 130] | | | | | | Washington | | | | | | [removed: 30] [added: 31] | | |

| Georgia | | | | | | [removed: 116] [added: 125] | | | | | | West Virginia | | | | | | [removed: 30] [added: 31] | | |

| Pennsylvania | | | | | | [removed: 114] [added: 117] | | | | | | Maryland | | | | | | [removed: 26] [added: 27] | | |

| Michigan | | | | | | [removed: 109] [added: 113] | | | | | | Massachusetts | | | | | | [removed: 25] [added: 27] | | |

| New York | | | | | | [removed: 98] [added: 100] | | | | | | Maine | | | | | | 23 | | |

| Virginia | | | | | | [removed: 77] [added: 80] | | | | | | Minnesota | | | | | | [removed: 19] [added: 20] | | |

| [removed: Missouri] [added: South Carolina] | | | | | | [removed: 74] [added: 69] | | | | | | North Dakota | | | | | | 14 | | |

| [removed: Oklahoma] [added: Kansas] | | | | | | [removed: 62] [added: 44] | | | | | | South Dakota | | | | | | 9 | | |

| Mississippi | | | | | | [removed: 60] [added: 61] | | | | | | Wyoming | | | | | | [removed: 9] [added: 10] | | |

| Arizona | | | | | | [removed: 40] [added: 41] | | | | | | Delaware | | | | | | 7 | | |

| Illinois | | | | | | [removed: 34] [added: 35] | | | | | | Rhode Island | | | | | | 4 | | |

| Wisconsin | | | | | | [removed: 34] [added: 35] | | | | | | Hawaii | | | | | | 2 | | |

| [removed: New Mexico] [added: Texas] | | | | | | [removed: 32] [added: 269] | | | | | | [added: New Mexico] | | | | | | [added: 33] | | |

| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | 25 | | |

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

| Distribution Facility Location | | | | | | Approximate Square Footage | | | [removed: | | | Owned/Leased Facility | | |]

| Maumelle, Arkansas | | | | | | 1,150,000 | | | [removed: | | | Owned | | |]

| Frankfort, New York | | | | | | 924,000 | | | [removed: | | | Owned | | |]

| Navarre, Ohio | | | | | | 898,000 | | | [removed: | | | Owned | | |]

| Franklin, Kentucky | | | | | | 833,000 | | | [removed: | | | Owned | | |]

| Pendleton, Indiana | | | | | | 764,000 | | | [removed: | | | Owned | | |]

| Macon, Georgia | | | | | | 684,000 | | | [removed: | | | Owned | | |]

| Waco, Texas | | | | | | 666,000 | | | [removed: | | | Owned | | |]

| Casa Grande, Arizona | | | | | | 650,000 | | | [removed: | | | Owned | | |]

| Hagerstown, Maryland | | | | | | 623,000 | | | [removed: | | | Owned | | |]

| Waverly, Nebraska | | | | | | 592,000 | | | [removed: | | | Owned | | |]

The Company also uses third-party operated import centers, mixing [removed: centers] [added: centers, bulk centers,] and [removed: pop-up] [added: other] distribution facilities which provide additional distribution capacity.

| Florida | | | | | | 118 | | | | | | Colorado | | | | | | 28 | | |

| Ohio | | | | | | 108 | | | | | | Nebraska | | | | | | 27 | | |

| Tennessee | | | | | | 108 | | | | | | New Hampshire | | | | | | 25 | | |

| California | | | | | | 98 | | | | | | Connecticut | | | | | | 22 | | |

| Alabama | | | | | | 82 | | | | | | Iowa | | | | | | 22 | | |

| Missouri | | | | | | 75 | | | | | | Utah | | | | | | 18 | | |

| Kentucky | | | | | | 74 | | | | | | Idaho | | | | | | 15 | | |

| Louisiana | | | | | | 69 | | | | | | Oregon | | | | | | 15 | | |

| Indiana | | | | | | 67 | | | | | | Montana | | | | | | 11 | | |

| Oklahoma | | | | | | 63 | | | | | | Vermont | | | | | | 10 | | |

| Arkansas | | | | | | 48 | | | | | | Nevada | | | | | | 9 | | |

| | | | | | | | | | | | | | | | | | | 2,602 | | |

All locations are owned as of December 27, 2025:

| | | | | | | | | |

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

| | | | | | | | | |

| | | | | | | | | |

In addition, the Company is building a new distribution center in Nampa, Idaho and anticipates that the new facility will begin operations in the fourth quarter of 2026.

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

| Ohio | | | | | | 105 | | | | | | New Hampshire | | | | | | 25 | | |

| Tennessee | | | | | | 105 | | | | | | Colorado | | | | | | 24 | | |

| California | | | | | | 90 | | | | | | Iowa | | | | | | 22 | | |

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

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

| Indiana | | | | | | 67 | | | | | | Oregon | | | | | | 13 | | |

| South Carolina | | | | | | 65 | | | | | | Idaho | | | | | | 12 | | |

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

| Arkansas | | | | | | 47 | | | | | | Montana | | | | | | 8 | | |

| Kansas | | | | | | 44 | | | | | | Nevada | | | | | | 8 | | |

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

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

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

On May 14, 2024, the Company opened its tenth distribution center located in Maumelle, Arkansas, which expanded the distribution center capacity by approximately 1.2 million square feet.

| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | 26 | | |

As of January [removed: 31, 2025,] [added: 24, 2026,] the number of record holders of our common stock was [removed: 814] [added: 837] (excluding individual participants in nominee security position listings).

We paid cash dividends totaling [removed: $472.5] [added: $487.7] million and [removed: $449.6] [added: $472.5] million in fiscal [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

In fiscal [removed: 2024,] [added: 2025,] we declared and paid cash dividends to stockholders of [removed: $0.88] [added: $0.92] per common share outstanding as compared to [removed: $0.82] [added: $0.88] per common share outstanding in fiscal [removed: 2023.][added: 2024.]

These payments reflect an increase in the quarterly dividend to [removed: $0.22] [added: $0.23] in all four quarters of fiscal [removed: 2024] [added: 2025] from [removed: $0.21] [added: $0.22] per share in all four quarters of fiscal [removed: 2023.][added: 2024.]

On February [removed: 12, 2025,] [added: 10, 2026,] the Company’s Board of Directors declared a quarterly cash dividend of [removed: $0.23] [added: $0.24] per share of the Company’s outstanding common stock.

The dividend will be paid on March [removed: 11, 2025,] [added: 10, 2026,] to stockholders of record as of the close of business on February [removed: 26, 2025.][added: 24, 2026.]

| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | 27 | | |

The Company’s Board of Directors has authorized common stock repurchases under a share repurchase [removed: program] [added: program,] which was [removed: announced in] [added: most recently increased by $1.00 billion on] February [removed: 2007.][added: 12, 2025.]

The [removed: authorization] [added: total] amount [removed: of] [added: authorized under] the program, which has been increased from time to time, is currently [removed: authorized for up to $6.50] [added: $7.50] billion, exclusive of any fees, commissions or other expenses related to such repurchases.

As of December [removed: 28, 2024,] [added: 27, 2025,] the Company had remaining authorization under the share repurchase program of [removed: $487.3 million,] [added: $1.13 billion,] exclusive of any fees, commissions or other expenses.

Stock purchase activity during fiscal [removed: 2024] [added: 2025] is set forth in the table below:

| Period | | | | | | Total [removed: Number of Shares Purchased (c)] [added: Number of Shares Purchased] | | | | | | [removed: Average Price Paid Per] [added: Average Price Paid Per] Share [removed: (c)] | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs [removed: (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: 473,387] [added: 260,617] during the first quarter, [removed: 13,505] [added: 10,176] during the second quarter, [removed: 17,050] [added: 20,711] during the third quarter, and [removed: 5,793] [added: 3,380] during the fourth quarter.

| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | 28 | | |

The following graph compares the cumulative total stockholder return on our common stock from December [removed: 28, 2019] [added: 26, 2020] to December [removed: 28, 2024] [added: 27, 2025] (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: 28, 2019,] [added: 26, 2020,] in our common stock and in each of the foregoing indices and in each case assumes reinvestment of dividends.

[removed: ][added: ]

| | | | | | | [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] | | | | | | [removed: 12/28/2024] [added: 12/27/2025] | | |

| First Quarter (a) | | | | | | 1,987,824 | | | | | | $ | 54.29 | | | | | 1,727,207 | | | | | | $ | 1,393,397,825 | |

| Second Quarter (a) | | | | | | 1,457,093 | | | | | | $ | 51.10 | | | | | 1,446,917 | | | | | | $ | 1,319,474,084 | |

| Third Quarter (a) | | | | | | 1,291,103 | | | | | | $ | 59.31 | | | | | 1,270,392 | | | | | | $ | 1,244,131,945 | |

| September 28, 2025 - October 25, 2025 | | | | | | 700,000 | | | | | | $ | 55.40 | | | | | 700,000 | | | | | | $ | 1,205,362,627 | |

| October 26, 2025 - November 22, 2025 | | | | | | 683,747 | | | | | | $ | 54.36 | | | | | 680,367 | | | | | | $ | 1,168,383,697 | |

| November 23, 2025 - December 27, 2025 | | | | | | 792,085 | | | | | | $ | 52.80 | | | | | 792,085 | | | | | | $ | 1,126,572,889 | |

| | | | | | | 2,175,832 | | | | | | $ | 54.13 | | | | | 2,172,452 | | | | | | $ | 1,126,572,889 | |

| As of and for the year ended December 27, 2025 | | | | | | 6,911,852 | | | | | | $ | 54.50 | | | | | 6,616,968 | | | | | | $ | 1,126,572,889 | |

| Tractor Supply Company | | | | | | $ | 100.00 | | | | | $ | 157.10 | | | | | $ | 157.69 | | | | | $ | 153.66 | | | | | $ | 198.19 | | | | | $ | 189.82 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 129.44 | | | | | $ | 106.92 | | | | | $ | 135.03 | | | | | $ | 171.36 | | | | | $ | 201.43 | |

| S&P Retail Index | | | | | | $ | 100.00 | | | | | $ | 120.64 | | | | | $ | 79.56 | | | | | $ | 113.30 | | | | | $ | 153.49 | | | | | $ | 159.33 | |

| 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 | |

| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | 29 | | |

| [Reports [removed: of](#i75f1813eaf204226b77c9011beb23d61_73)] [added: of](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_73)] Ernst & Young LLP[, Independent Registered Public Accounting Firm (PCAOB [removed: ID:](#i75f1813eaf204226b77c9011beb23d61_73) 42[)](#i75f1813eaf204226b77c9011beb23d61_73)] [added: ID:](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_73) 42[)](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_73)] | | | [removed: [42](#i75f1813eaf204226b77c9011beb23d61_73)] [added: [41](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_73)] | | |

| [Consolidated Statements of [removed: Income](#i75f1813eaf204226b77c9011beb23d61_79)] [added: Income](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_79)] | | | [removed: [45](#i75f1813eaf204226b77c9011beb23d61_79)] [added: [44](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_79)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i75f1813eaf204226b77c9011beb23d61_82)] [added: Income](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_82)] | | | [removed: [46](#i75f1813eaf204226b77c9011beb23d61_82)] [added: [45](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_82)] | | |

| [Consolidated Balance [removed: Sheets](#i75f1813eaf204226b77c9011beb23d61_85)] [added: Sheets](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_85)] | | | [removed: [47](#i75f1813eaf204226b77c9011beb23d61_85)] [added: [46](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_85)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i75f1813eaf204226b77c9011beb23d61_88)] [added: Equity](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_88)] | | | [removed: [48](#i75f1813eaf204226b77c9011beb23d61_88)] [added: [47](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_88)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i75f1813eaf204226b77c9011beb23d61_91)] [added: Flows](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_91)] | | | [removed: [49](#i75f1813eaf204226b77c9011beb23d61_91)] [added: [48](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_91)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i75f1813eaf204226b77c9011beb23d61_94)] [added: Statements](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_94)] | | | [removed: [50](#i75f1813eaf204226b77c9011beb23d61_94)] [added: [49](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_94)] | | |

| [Note 1 – Significant Accounting [removed: Policies](#i75f1813eaf204226b77c9011beb23d61_97)] [added: Policies](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_97)] | | | [removed: [50](#i75f1813eaf204226b77c9011beb23d61_97)] [added: [49](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_97)] | | |

| [Note 2 – Share-Based [removed: Compensation](#i75f1813eaf204226b77c9011beb23d61_100)] [added: Compensation](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_100)] | | | [removed: [58](#i75f1813eaf204226b77c9011beb23d61_100)] [added: [57](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_100)] | | |

| [removed: [Note](#i75f1813eaf204226b77c9011beb23d61_106) [3](#i75f1813eaf204226b77c9011beb23d61_106) [–] [added: [Note 4 –] Goodwill and Other Intangible [removed: Assets](#i75f1813eaf204226b77c9011beb23d61_106)] [added: Assets](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_106)] | | | [removed: [62](#i75f1813eaf204226b77c9011beb23d61_106)] [added: [63](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_106)] | | |

| [removed: [Note](#i75f1813eaf204226b77c9011beb23d61_109) [4](#i75f1813eaf204226b77c9011beb23d61_109) [– Debt](#i75f1813eaf204226b77c9011beb23d61_109)] [added: [Note 5 – Debt](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_109)] | | | [removed: [63](#i75f1813eaf204226b77c9011beb23d61_109)] [added: [64](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_109)] | | |

| [removed: [Note](#i75f1813eaf204226b77c9011beb23d61_112) [5](#i75f1813eaf204226b77c9011beb23d61_112) [– Leases](#i75f1813eaf204226b77c9011beb23d61_112)] [added: [Note 6 – Leases](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_112)] | | | [removed: [66](#i75f1813eaf204226b77c9011beb23d61_112)] [added: [66](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_112)] | | |

| [removed: [Note](#i75f1813eaf204226b77c9011beb23d61_115) [6](#i75f1813eaf204226b77c9011beb23d61_115) [–] [added: [Note 7 –] Capital Stock and [removed: Dividends](#i75f1813eaf204226b77c9011beb23d61_115)] [added: Dividends](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_115)] | | | [removed: [67](#i75f1813eaf204226b77c9011beb23d61_115)] [added: [68](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_115)] | | |

| [removed: [Note](#i75f1813eaf204226b77c9011beb23d61_118) [7](#i75f1813eaf204226b77c9011beb23d61_118) [–] [added: [Note 8 –] Treasury [removed: Stock](#i75f1813eaf204226b77c9011beb23d61_118)] [added: Stock](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_118)] | | | [removed: [68](#i75f1813eaf204226b77c9011beb23d61_118)] [added: [69](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_118)] | | |

| [removed: [Note](#i75f1813eaf204226b77c9011beb23d61_121) [8](#i75f1813eaf204226b77c9011beb23d61_121) [–] [added: [Note 9 –] Net Income Per [removed: Share](#i75f1813eaf204226b77c9011beb23d61_121)] [added: Share](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_121)] | | | [removed: [69](#i75f1813eaf204226b77c9011beb23d61_121)] [added: [69](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_121)] | | |

| [removed: [Note](#i75f1813eaf204226b77c9011beb23d61_124) [9](#i75f1813eaf204226b77c9011beb23d61_124) [–] [added: [Note 10 –] Income [removed: Taxes](#i75f1813eaf204226b77c9011beb23d61_124)] [added: Taxes](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_124)] | | | [removed: [69](#i75f1813eaf204226b77c9011beb23d61_124)] [added: [70](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_124)] | | |

| [Note [removed: 1](#i75f1813eaf204226b77c9011beb23d61_127)[0](#i75f1813eaf204226b77c9011beb23d61_127) [–] [added: 11 –] Retirement Benefit [removed: Plans](#i75f1813eaf204226b77c9011beb23d61_127)] [added: Plans](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_127)] | | | [removed: [71](#i75f1813eaf204226b77c9011beb23d61_127)] [added: [72](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_127)] | | |

| [removed: [Note](#i75f1813eaf204226b77c9011beb23d61_130) [](#i75f1813eaf204226b77c9011beb23d61_130)[11](#i75f1813eaf204226b77c9011beb23d61_130) [–] [added: [Note 12 –] Commitments and [removed: Contingencies](#i75f1813eaf204226b77c9011beb23d61_130)] [added: Contingencies](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_130)] | | | [removed: [71](#i75f1813eaf204226b77c9011beb23d61_130)] [added: [72](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_130)] | | |

| [Note [removed: 1](#i75f1813eaf204226b77c9011beb23d61_133)[2](#i75f1813eaf204226b77c9011beb23d61_133) [–] [added: 13 –] Segment [removed: Reporting](#i75f1813eaf204226b77c9011beb23d61_133)] [added: Reporting](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_133)] | | | [removed: [72](#i75f1813eaf204226b77c9011beb23d61_133)] [added: [73](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_133)] | | |

| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | 40 | | |

[removed: In making this assessment, management used the] [added: We have audited Tractor Supply Company’s internal control over financial reporting as of December 27, 2025, based on] criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

| [removed: February 20, 2025] [added: February 12, 2025] | | | | | | [added: $0.23] | | | | | | [removed: February 20, 2025] [added: February 26, 2025] | | | [added: | | | March 11, 2025 | | |]

| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | 41 | | |

We [added: also] have [removed: audited Tractor Supply] [added: 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: 28, 2024,] [added: 27, 2025,] based on criteria established in Internal [removed: Control—Integrated] [added: Control-Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework) (the COSO criteria).][added: framework), and our report dated February 19, 2026 expressed an unqualified opinion thereon.]

In our opinion, Tractor Supply Company (the Company) maintained, in all material respects, effective internal control over financial reporting as of December [removed: 28, 2024,] [added: 27, 2025,] 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: 28, 2024] [added: 27, 2025] and December [removed: 30, 2023,] [added: 28, 2024,] 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: 28, 2024,] [added: 27, 2025,] and the related notes and our report dated February [removed: 20, 2025,] [added: 19, 2026] expressed an unqualified opinion thereon.

| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | 42 | | |

We have audited the accompanying consolidated balance sheets of Tractor Supply Company (the Company) as of December [removed: 28, 2024] [added: 27, 2025] and December [removed: 30, 2023,] [added: 28, 2024,] 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: 28, 2024,] [added: 27, 2025,] 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: 28, 2024] [added: 27, 2025] and December [removed: 30, 2023,] [added: 28, 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December [removed: 28, 2024,] [added: 27, 2025,] in conformity with U.S. generally accepted accounting principles.

| | | | [added: | | |] Workers’ Compensation and General Liability Self-Insurance Reserves | | |

| *Description of the Matter* | | | [added: | | |] At December [removed: 28, 2024,] [added: 27, 2025,] the Company’s reserve for workers’ compensation and general liability self-insurance risks were [removed: $85.1] [added: $89.7] million and [removed: $61.4] [added: $63.5] 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. | | |

| | | | [added: | | |] Auditing management’s estimate of the recorded workers’ compensation and general liability self-insurance reserves was complex and judgmental due to the significant assumptions and judgments required by management to project the exposure on incurred claims that remain unresolved, including those which have not yet been reported to the Company. | | |

| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | 43 | | |

| *How We Addressed the Matter in Our Audit* | | | [added: | | |] We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s accounting for workers’ compensation and general liability self-insurance exposures. For example, we tested controls over management’s review of the significant assumptions described above, including the completeness and accuracy of the underlying data, as well as management’s review of the actuarial calculations. | | |

| | | | [added: | | |] To test the Company’s estimate of the workers’ compensation and general liability self-insurance reserves, we performed audit procedures that included, among others, assessing the appropriateness of the actuarial valuation methodologies utilized by management and the significant assumptions within, testing the related underlying data used by the Company in its evaluation for completeness and accuracy, and testing the mathematical accuracy of the calculations. Our audit procedures also included, among others, comparing the significant assumptions used by management to industry accepted actuarial assumptions and assessing the accuracy of management’s historical estimates utilized in prior period evaluations. We involved our actuarial valuation specialists to assist in assessing the valuation methodologies and significant assumptions noted above and to develop an independent range of estimates for the workers’ compensation and general liability self-insurance reserves which were then compared to management’s estimates. | | |

| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | 44 | | |

| | | | [removed: Fiscal Year] | | | [removed: | | |] [added: Fiscal Year] | | | | | | | | |

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

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

| Net sales | | | $ | [removed: 14,883,231] [added: 15,524,046] | | | | | $ | [removed: 14,555,741] [added: 14,883,231] | | | | | $ | [removed: 14,204,717] [added: 14,555,741] | |

| [Note 3 – Acquisition of Allivet](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_103) | | | [61](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_103) | | |

February 19, 2026

February 19, 2026

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| | | | (52 weeks) | | | | | | (52 weeks) | | | | | | (52 weeks) | | |

| Cash and cash equivalents | | | 194,109 | | | | | | 251,491 | | |

| Repurchase of common stock | | | (6,617) | | | | | | — | | | | | | — | | | | | | (360,991) | | | | | | — | | | | | | — | | | | | | (360,991) | | |

| Cash dividends paid to stockholders | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (487,669) | | | | | | (487,669) | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,096,087 | | | | | | 1,096,087 | | |

| Stockholders' equity at December 27, 2025 | | | 527,017 | | | | | | $ | 7,128 | | | | | $ | 1,441,269 | | | | | $ | (6,386,229) | | | | | $ | — | | | | | $ | 7,519,125 | | | | | $ | 2,581,293 | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| | | | (52 weeks) | | | | | | (52 weeks) | | | | | | (52 weeks) | | |

| Net income | | | $ | 1,096,087 | | | | | $ | 1,101,240 | | | | | $ | 1,107,226 | |

| Depreciation and amortization | | | 494,011 | | | | | | 447,162 | | | | | | 393,049 | | |

| Cash paid for federal income taxes (a) | | | 198,908 | | | | | | 309,619 | | | | | | 279,200 | | |

| Cash paid for state income taxes | | | 36,011 | | | | | | 41,845 | | | | | | 46,022 | | |

(a) Cash paid for federal income taxes for the fiscal year ended December 27, 2025 included $168.9 million of cash paid for the purchase of transferable federal tax credits.

Pursuant to the agreement governing the transaction, the Company acquired 100% of the equity interest in Allivet for a purchase price of $135.0 million.

The acquisition was financed with cash on hand from the balance sheet.

The interest rate swap agreement matured in the first quarter of fiscal 2025.

The Company’s interest rate swap agreement matured in the first quarter of fiscal 2025.

The Company has no outstanding derivative financial instruments as of December 27, 2025.

In September 2025, the FASB issued ASU 2025-06, “Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40).” The ASU is intended to improve and modernize the accounting for software costs to better align with the evolution of software development.

Early adoption is permitted as of the beginning of an annual reporting period.

The amendments should be applied on a prospective transition basis to financial statements issued for reporting periods after the effective date of the update, on a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption, or on a retrospective transition basis to any or all prior periods presented in the financial statements.

such awards will expire no later than ten years from the date of grant.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Granted | | | | | | 666,838 | | | | | | 54.87 | | | | | | $ | 13.34 | | | | | | | | | | | | | |

| Exercised | | | | | | (534,369) | | | | | | 23.66 | | | | | | | | | | | | | | | | | | | | |

| Canceled | | | | | | (87,637) | | | | | | 45.19 | | | | | | | | | | | | | | | | | | | | |

| Outstanding at December 27, 2025 | | | | | | 4,162,897 | | | | | | $ | 35.89 | | | | | | | | | | | 5.8 | | | | | | $ | 66,770 | |

| Exercisable at December 27, 2025 | | | | | | 2,946,516 | | | | | | $ | 29.66 | | | | | | | | | | | 4.7 | | | | | | $ | 64,034 | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Granted | | | | | | 1,248,081 | | | | | | 52.74 | | |

| Vested | | | | | | (894,064) | | | | | | 44.40 | | |

| Forfeited | | | | | | (202,333) | | | | | | 48.56 | | |

| Restricted at December 27, 2025 | | | | | | 2,186,605 | | | | | | $ | 48.12 | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Granted (a) | | | | | | | | | | | | | | | 471,017 | | | | | | 57.38 | | |

| Performance Adjustment (b) | | | | | | | | | | | | | | | (158,696) | | | | | | 44.75 | | |

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

| [Management's Report on Internal Control over Financial Reporting](#i75f1813eaf204226b77c9011beb23d61_70) | | | [41](#i75f1813eaf204226b77c9011beb23d61_70) | | |

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

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, as amended).

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 28, 2024.

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

Ernst & Young LLP, the independent registered public accounting firm which also audited the Company’s Consolidated Financial Statements, has issued a report on the Company’s internal control over financial reporting, which is included herein.

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

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

| /s/ Harry A. Lawton, III | | | | | | | | | | | | /s/ Kurt D. Barton | | |

| Harry A. Lawton, III President and Chief Executive Officer | | | | | | | | | | | | Kurt D. Barton Executive Vice President - Chief Financial Officer and Treasurer | | |

February 20, 2025

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 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 20, 2025 expressed an unqualified opinion thereon.

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

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

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

| Stockholders’ equity at December 25, 2021 | | | 565,624 | | | | | | $ | 7,055 | | | | | $ | 1,204,868 | | | | | $ | (4,155,846) | | | | | $ | 1,345 | | | | | $ | 4,945,243 | | | | | $ | 2,002,665 | |

| Repurchase of common stock | | | (16,891) | | | | | | | | | | | | | | | | | | (700,063) | | | | | | | | | | | | | | | | | | (700,063) | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,088,712 | | | | | | 1,088,712 | | |

(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.

| Cash dividends paid to stockholders | | | (472,492) | | | | | | (449,620) | | | | | | (409,603) | | |

| Cash and cash equivalents at beginning of period | | | 397,071 | | | | | | 202,502 | | | | | | 878,030 | | |

| Cash paid during the period for: | | | | | | | | | | | | | | | | | |

| Income taxes cash paid | | | 351,464 | | | | | | 325,222 | | | | | | 239,129 | | |

However, changes in market conditions or consumer purchasing patterns could result in the need for additional reserves.

Prepaid advertising costs were approximately $1.7 million and $1.3 million as of December 28, 2024, and December 30, 2023, respectively.

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

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

The amendment in the ASU is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

In September 2022, the FASB issued Accounting Standards Update (“ASU”) 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”.

The ASU requires disclosure about an entity’s use of supplier finance programs, including the key terms of the program, amount of obligations outstanding at the end of the reporting period, and a rollforward of activity within the program during the period.

The Company adopted this ASU in fiscal 2023, except for the disclosure of rollforward activity, which the Company adopted in fiscal 2024.

Early adoption is permitted for annual financial statements that have not yet been issued.

The amendments should be applied on a prospective basis although retrospective application is permitted.

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We carried out an evaluation required by the Securities Exchange Act of 1934, as amended (the “1934 Act”), under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the 1934 Act) as of December [removed: 28, 2024.][added: 27, 2025.]

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December [removed: 28, 2024,] [added: 27, 2025,] our disclosure controls and procedures were effective.

A report of [removed: the Company’s management on the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) and a report of] Ernst & Young LLP, [removed: an] [added: the Company’s] independent registered public accounting firm, on the effectiveness of the Company’s internal control over financial reporting [removed: are] [added: is] included in Item 8 of this Annual Report on Form 10-K.

| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | [removed: 73] [added: 74] | | |

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, as amended).

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 27, 2025.

In making this assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

Based on this assessment, management believes that, as of December 27, 2025, the Company’s internal control over financial reporting is effective based on those criteria.

During the Company’s three fiscal months ended December [removed: 28, 2024,] [added: 27, 2025,] none of the Company’s directors or officers adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

The remaining disclosures required by this Item are incorporated herein by reference to our Proxy Statement for our Annual Meeting of Stockholders to be held on May [removed: 15, 2025.][added: 14, 2026.]

The disclosures required by this Item are incorporated herein by reference to our Proxy Statement for our Annual Meeting of Stockholders to be held on May [removed: 15, 2025.][added: 14, 2026.]

The information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement for our Annual Meeting of Stockholders to be held on May [removed: 15, 2025,] [added: 14, 2026,] is incorporated herein by reference.

| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | [removed: 74] [added: 75] | | |

The following is a summary of our equity compensation plans as of December [removed: 28, 2024,] [added: 27, 2025,] under which equity securities are authorized for issuance, aggregated as follows:

| Employee Stock Purchase Plan | | | | | | — | | | | | | — | | | | | | [removed: 11,450,668] [added: 11,209,253] | | |

(a) Includes [removed: 4,118,065] [added: 4,162,897] outstanding stock options, [removed: 2,012,535] [added: 2,074,959] unvested restricted stock units and [removed: 22,386] [added: 111,646] restricted stock units which have vested but the receipt of which have been deferred by the recipient, and [removed: 744,980] [added: 959,216] unvested performance-based restricted share units.

| Stock Incentive Plans | | | | | | 7,308,718 | | | (a) | | | $ | 35.89 | | (b) | | | 35,310,421 | | |

| Total | | | | | | 7,308,718 | | | | | | $ | 35.89 | | | | | 46,519,674 | | |

| Stock Incentive Plans | | | | | | 6,897,966 | | | (a) | | | $ | 31.43 | | (b) | | | 38,545,609 | | |

| Total | | | | | | 6,897,966 | | | | | | $ | 31.43 | | | | | 49,996,277 | | |

The information set forth under the captions “Corporate Governance – Director Independence and Board Operations” and “Related Party Transactions” in our Proxy Statement for our Annual Meeting of Stockholders to be held on May [removed: 15, 2025,] [added: 14, 2026,] is incorporated herein by reference.

The information set forth under the caption “Item 2 – Ratification of Reappointment of Independent Registered Public Accounting Firm” in our Proxy Statement for our Annual Meeting of Stockholders to be held on May [removed: 15, 2025,] [added: 14, 2026,] is incorporated herein by reference.

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[added: | | | |] See Consolidated Financial Statements under Item 8 on pages [removed: [40](#i75f1813eaf204226b77c9011beb23d61_67)] [added: [40](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_67)] through [removed: [49](#i75f1813eaf204226b77c9011beb23d61_91)] [added: [48](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_91)] of this Form 10-K. [added: | | |]

[added: | | | | 2.] Financial Statement Schedules [added: | | |]

[added: | | | |] All schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, are inapplicable or the information is included in the Consolidated Financial Statements and, therefore, have been omitted. [added: | | |]

[added: | | | | 3.] Exhibits [added: | | |]

[added: | | | |] The exhibits listed in the Index to Exhibits, which appears on pages [removed: [78](#i75f1813eaf204226b77c9011beb23d61_181)] [added: [79](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_181)] through [removed: 84] [added: [82](#i4aa384bd806d4f5bacb9d5c4ea3a41b9_184)] of this Form 10-K, are incorporated herein by reference or filed as part of this Form 10-K. [added: | | |]

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| a) | | | 1.Financial Statements | | |

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a) 1.

Financial Statements

2.

3.

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| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | [removed: 76] [added: 77] | | |

| Date: | | | February [removed: 20, 2025] [added: 19, 2026] | | | By: | | | /s/ Kurt D. Barton Executive Vice President – Chief Financial Officer and Treasurer | | |

| /s/ Kurt D. Barton Kurt D. Barton | | | Executive Vice President – Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | | | | | | February [removed: 20, 2025] [added: 19, 2026] | | |

| /s/ Harry A. Lawton III Harry A. Lawton III | | | President, Chief Executive Officer, and Director (Principal Executive Officer) | | | | | | February [removed: 20, 2025] [added: 19, 2026] | | |

| /s/ Edna K. Morris Edna K. Morris | | | Chairman of the Board | | | | | | February [removed: 20, 2025] [added: 19, 2026] | | |

| /s/ Joy Brown Joy Brown | | | Director | | | | | | February [removed: 20, 2025] [added: 19, 2026] | | |

| /s/ Ricardo Cardenas Ricardo Cardenas | | | Director | | | | | | February [removed: 20, 2025] [added: 19, 2026] | | |

| /s/ Meg Ham Meg Ham | | | Director | | | | | | February [removed: 20, 2025] [added: 19, 2026] | | |

| /s/ Andre J. Hawaux Andre J. Hawaux | | | Director | | | | | | February [removed: 20, 2025] [added: 19, 2026] | | |

| /s/ Denise L. Jackson Denise L. Jackson | | | Director | | | | | | February [removed: 20, 2025] [added: 19, 2026] | | |

| /s/ Ramkumar Krishnan Ramkumar Krishnan | | | Director | | | | | | February [removed: 20, 2025] [added: 19, 2026] | | |

| /s/ Mark J. Weikel Mark J. Weikel | | | Director | | | | | | February [removed: 20, 2025] [added: 19, 2026] | | |

| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | [removed: 77] [added: 78] | | |

| 3.1 | | | [removed: [Restated] [added: [Amended and Restated] Certificate of [removed: Incorporation, as amended, of the Company (restated for SEC filing purposes only)] [added: Incorporation] (filed as Exhibit 3.1 to [removed: Registrant’s] [added: Registrant's] Quarterly Report on Form 10-Q, filed with the Commission on [removed: October 22, 2020,] [added: August 7, 2025,] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/916365/000091636520000184/restatedcertificateofi.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/916365/000091636525000150/tscorestatedcertificateofi.htm)] | | | | | |

| 3.2 | | | [removed: [Certificate of Amendment to] [added: [Seventh Amended and] Restated [removed: Certificate of Incorporation, effective December 19, 2024] [added: By-laws] (filed as Exhibit 3.1 to Registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K,] [added: 10-Q,] filed with the Commission on [removed: December 20, 2024] [added: November 7, 2024,] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/916365/000091636524000117/exhibit31stocksplit12202024.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/916365/000091636524000110/ex31seventhamendedandresta.htm)] | | | | | |

| [removed: 3.3] [added: 10.11] | | | [removed: [Seventh Amended] [added: [Amended] and Restated [removed: By-laws] [added: Tractor Supply Company 2018 Omnibus Incentive Plan] (filed as Exhibit [removed: 3.1] [added: 10.11] to [removed: Registrant’s Quarterly] [added: the Registrant's Annual] Report on Form [removed: 10-Q,] [added: 10-K,] filed with the Commission on [removed: November 7, 2024, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/916365/000091636524000110/ex31seventhamendedandresta.htm)] [added: February 20, 2025)](https://www.sec.gov/Archives/edgar/data/916365/000091636525000076/ex1011amendedandrestated20.htm)] | | | | | |

| 4.8* | | | [Description of Registrant's Securities Registered Pursuant to Section 12 of the Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/916365/000091636525000076/ex48-descriptionofsecuriti.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/ex48-descriptionofsecuriti.htm)] | | | | | |

| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | [removed: 78] [added: 79] | | |

| [removed: 10.11*] [added: 10.43*] | | | [removed: [Amended and Restated] [added: [Form of Performance Share Unit Agreement under the] Tractor Supply Company 2018 Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/916365/000091636525000076/ex1011amendedandrestated20.htm)] [added: Plan (CEO). +](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/ex1043-tscoxpsuawardagre.htm)] | | | | | |

| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | [removed: 79] [added: 80] | | |

| [removed: 19*] [added: 19] | | | [Insider Trading, Anti-Hedging and Pledging [removed: Policy](https://www.sec.gov/Archives/edgar/data/916365/000091636525000076/ex19insidertradinganti-hed.htm)] [added: Policy (filed as Exhibit 19 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on February 20, 2025).](https://www.sec.gov/Archives/edgar/data/916365/000091636525000076/ex19insidertradinganti-hed.htm)] | | | | | |

| 21* | | | [List of [removed: subsidiaries.](https://www.sec.gov/Archives/edgar/data/916365/000091636525000076/ex21-2024listofsubsidiaries.htm)] [added: subsidiaries.](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/ex21-listofsubsidiaries2025.htm)] | | | | | |

| 23* | | | [Consent of Ernst & Young [removed: LLP.](https://www.sec.gov/Archives/edgar/data/916365/000091636525000076/ex23-consentofernstyoung20.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/ex23-consentofernstyoung20.htm)] | | | | | |

| 31.1* | | | [Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/916365/000091636525000076/ex311-ceocertification2024.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/ex311-ceocertification2025.htm)] | | | | | |

| 31.2* | | | [Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/916365/000091636525000076/ex312-cfocertification2024.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/ex312-cfocertification2025.htm)] | | | | | |

| 32 | | | [Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/916365/000091636525000076/ex32-2024ceocfocertificati.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/ex32-ceocfocertificationso.htm)] | | | | | |

| [removed: 97.1*] [added: 97.1] | | | [Tractor Supply Company Compensation Clawback Policy (filed as Exhibit 97.1 to Registrant's Annual Report on Form 10-K, filed with the Commission on February 23, 2023).](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000916365/000091636524000046/tsco-20231230.htm) | | | | | |

| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | [removed: 80] [added: 81] | | |

[added: |] 101* [added: | | |] The following financial information from our Annual Report on Form 10-K for fiscal [removed: 2024,] [added: 2025,] filed with the SEC on February [removed: 20, 2025,] [added: 19, 2026,] formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets at December [removed: 28, 2024] [added: 27, 2025] and December [removed: 30, 2023,] [added: 28, 2024,] (ii) the Consolidated Statements of Income for the fiscal years ended December [added: 27, 2025, December] 28, 2024, [added: and] December 30, 2023, [removed: and December 31, 2022,] (iii) the Consolidated Statements of Comprehensive Income for the fiscal years ended December [added: 27, 2025, December] 28, 2024, [added: and] December 30, 2023, [removed: and December 31, 2022,] (iv) the Consolidated Statements of Stockholders’ Equity for the fiscal years ended December [added: 27, 2025, December] 28, 2024, [added: and] December 30, 2023, [removed: and December 31, 2022,] (v) the Consolidated Statements of Cash Flows for the fiscal years ended December [added: 27, 2025, December] 28, 2024, [added: and] December 30, 2023, and [removed: December 31, 2022, and] (vi) the Notes to Consolidated Financial Statements. [added: | | | | | |]

[added: |] 104 [added: | | |] The cover page from the Company's Annual Report on Form 10-K for the year ended December [removed: 28, 2024,] [added: 27, 2025,] formatted in Inline XBRL (included in Exhibit 101). [added: | | | | | |]

| | | | ] [added: Logo.jpg](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/tsco-20251227_g2.jpg)] | | | [removed: 81] [added: 82] | | |

| /s/ Sonia Syngal Sonia Syngal | | | Director | | | | | | February 19, 2026 | | |

| 10.40* | | | [Amended and Restated Director Stock Election Plan, dated as of February 11, 2026. +](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/ex1040-tscodirectorstock.htm) | | | | | |

| 10.41* | | | [Performance Share Unit Agreement under the Tractor Supply Company 2018 Omnibus Incentive Plan (CEO), dated as of November 5, 2025. +](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/ex1041-tscoxpsuawardagre.htm) | | | | | |

| 10.42* | | | [Restricted Share Unit Agreement under the Tractor Supply Company 2018 Omnibus Incentive Plan (CEO), dated as of November 5, 2025. +](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/ex1042-tscoxrsuawardagre.htm) | | | | | |

| 10.44* | | | [Form of Restricted Share Unit Agreement under the Tractor Supply Company 2018 Omnibus Incentive Plan (CEO). +](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/ex1044-tscoxrsuawardagre.htm) | | | | | |

| 10.45* | | | [Form of Non-Qualified Stock Option Agreement under the Tractor Supply Company 2018 Omnibus Incentive Plan (CEO). +](https://www.sec.gov/Archives/edgar/data/916365/000091636526000014/ex1045-tscoxnqstockoptio.htm) | | | | | |

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