Tractor Supply 10-Q 2024-09-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

or

Commission file number 000-23314

TRACTOR SUPPLY COMPANY

(Exact Name of Registrant as Specified in Its Charter)

5401 Virginia Way, Brentwood, Tennessee 37027

(Address of Principal Executive Offices and Zip Code)

(615) 440-4000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

TABLE OF CONTENTS

i.

PART I. FINANCIAL INFORMATION

TRACTOR SUPPLY COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

(Unaudited)

The accompanying notes are an integral part of these Consolidated Financial Statements.

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TRACTOR SUPPLY COMPANY

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

(Unaudited)

Preferred Stock (shares in thousands): $1.00 par value; 40 shares authorized; no shares were issued or outstanding during any period presented.

Common Stock (shares in thousands): $0.008 par value; 400,000 shares authorized for all periods presented.

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Forward Looking Statements

The following discussion and analysis should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 30, 2023 (the “2023 Form 10-K”) and subsequent Quarterly Reports on Form 10-Q. This Quarterly Report on Form 10-Q contains forward-looking statements and information. The forward-looking statements included herein are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). All statements, other than statements of historical facts, which address activities, events, or developments that we expect or anticipate will or may occur in the future, including sales and earnings growth, new store growth, estimated results of operations in future periods (including, but not limited to, sales, comparable store sales, operating margins, net income, and earnings per diluted share), the declaration and payment of dividends, the timing and amount of share repurchases, future capital expenditures (including their timing, amount and nature), sale-leasebacks, acquisitions, business strategy, strategic initiatives, expansion and growth of our business operations, and other such matters are forward-looking statements. Forward-looking statements are usually identified by or are associated with such words as “will,” “plan,” “intend,” “expect,” “believe,” “anticipate,” “optimistic,” “forecasted” and similar terminology. These forward-looking statements may be affected by certain risks and uncertainties, any one, or a combination of which, could materially affect the results of our operations. To take advantage of the safe harbor provided by the PSLRA, we have identified certain factors, in Part I, Item 1A. “Risk Factors” in our 2023 Form 10-K and in Part II, Item 1A of this Form 10-Q, which may cause actual results to differ materially from those expressed in any forward-looking statements. These “Risk Factors” may be updated from time to time in our quarterly reports on Form 10-Q or other subsequent filings with the SEC.

Forward-looking statements made by or on behalf of the Company are based on our knowledge of our business and the environment in which we operate, but because of the factors listed above or other factors, actual results could differ materially from those reflected by any forward-looking statements. Consequently, all of the forward-looking statements made are qualified by these cautionary statements and those contained in the Company’s 2023 Form 10-K and other filings with the Securities and Exchange Commission (the “SEC”). There can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to or effects on the Company or our business and operations. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

Seasonality and Weather

Our business is seasonal. Historically, our sales and profits are the highest in the second and fourth fiscal quarters due to the sale of seasonal products. We usually experience our highest inventory and accounts payable balances during our first fiscal quarter for purchases of seasonal products to support the higher sales volume of the spring selling season, and again during our third fiscal quarter to support the higher sales volume of the cold weather selling season. We believe that our business can be more accurately assessed by focusing on the performance of the halves, not the quarters, due to the fact that different weather patterns from year-to-year can shift the timing of sales and profits between quarters, particularly between the first and second fiscal quarters and the third and fourth fiscal quarters.

Historically, weather conditions, including unseasonably warm weather in the fall and winter months and unseasonably cool weather in the spring and summer months, have unfavorably affected the timing and volume of our sales and results of operations. In addition, extreme weather conditions, including snow and ice storms, flood and wind damage, hurricanes, tornadoes, extreme rain, and droughts have impacted operating results both negatively and positively, depending on the severity and length of these conditions. Our strategy is to manage product flow and adjust merchandise assortments and depth of inventory to capitalize on seasonal demand trends, but there is no guarantee that we will be able to successfully execute this strategy. For more information regarding the risks we face in this regard, see Item 1A. “Risk Factors—Weather and Climate Risks” in our 2023 Form 10-K.

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Performance Metrics

Comparable Store Metrics

Comparable store metrics are a key performance indicator used in the retail industry and by the Company to measure the performance of the underlying business. Our comparable store metrics are calculated on an annual basis using sales generated from all stores open at least one year and all online sales and exclude certain adjustments to net sales. Stores closed during either of the years being compared are removed from our comparable store metrics calculations. Stores relocated during either of the years being compared are not removed from our comparable store metrics calculations. If the effect of relocated stores on our comparable store metrics calculations became material, we would remove relocated stores from the calculations. An Orscheln store is considered a comparable store one year after its point-of-sale system conversion. Fiscal 2024 and fiscal 2023 each include 52 weeks. Comparable store sales is intended only as supplemental information and is not a substitute for net sales presented in accordance with U.S. GAAP.

Transaction Count and Transaction Value

Transaction count and transaction value metrics are used by the Company to measure sales performance. Transaction count represents the number of customer transactions during a given period. Transaction value represents the average amount paid per transaction and is calculated as net sales divided by the total number of customer transactions during a given period.

Results of Operations

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

Note: Percent of net sales amounts may not sum to totals due to rounding.

Fiscal Three Months (Third Quarter) Ended September 28, 2024 and September 30, 2023

Net sales for the third quarter of fiscal 2024 increased 1.6% to $3.47 billion from $3.41 billion for the third quarter of fiscal 2023. The increase in net sales was driven by new store openings. Comparable store sales for the third quarter of fiscal 2024 decreased 0.2%, driven by a comparable average transaction count increase of 0.3%, offset by a comparable average ticket decrease of 0.5%. Comparable store sales results reflect continued strength in big ticket categories, partially offset by declines in year-round discretionary categories. As expected, consumable, usable and edible products were modestly negative with positive unit growth offset by average unit price pressure. In the third quarter of fiscal 2023, net sales increased 4.3% and comparable store sales decreased 0.4%.

Sales from new stores were $70.1 million for the third quarter of fiscal 2024, which represented 2.0 percentage points of the 1.6% net sales increase over third quarter fiscal 2023 net sales. For the third quarter of fiscal 2023, sales from stores open less

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than one year were $157.5 million, which represented 4.8 percentage points of the 4.3% increase over third quarter fiscal 2022 net sales.

The following table summarizes store growth for the fiscal three months ended September 28, 2024 and September 30, 2023:

The following table indicates the percentage of net sales represented by each of our major product categories for the fiscal three months ended September 28, 2024 and September 30, 2023:

Gross profit increased 3.2% to $1.29 billion for the third quarter of fiscal 2024 from $1.25 billion for the third quarter of fiscal 2023. As a percent of net sales, gross margin in the third quarter of fiscal 2024 increased 56 basis points to 37.2% from 36.7% in the third quarter of fiscal 2023. The gross margin rate increase was primarily attributable to ongoing lower transportation costs along with disciplined product cost management and the continued execution of an everyday low price strategy. These improvements in gross margin rate were partially offset by growth in big ticket categories, which have below chain-average margins.

Selling, general and administrative (“SG&A”) expenses, including depreciation and amortization, increased 6.2% to $965.8 million for the third quarter of fiscal 2024 from $909.6 million for the third quarter of fiscal 2023. As a percent of net sales, SG&A expenses increased 119 basis points to 27.8% from 26.7% in the third quarter of fiscal 2023. The increase in SG&A as a percent of net sales was primarily attributable to planned growth investments, which included the onboarding of a new distribution center, lapping a one-time depreciation expense benefit in the prior year of $11.3 million or approximately 35 basis points, as well as modest deleverage of the Company’s fixed costs given the slight decline in comparable store sales. These factors were partially offset by a disciplined focus on productivity, cost control and modest benefits from the Company’s sale-leaseback strategy.

Operating income for the third quarter of fiscal 2024 decreased 4.8% to $324.6 million from $340.9 million in the third quarter of fiscal 2023.

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The effective income tax rate was 22.3% in the third quarter of fiscal 2024 compared to 23.0% in the third quarter of fiscal 2023. The decrease in the effective income tax rate in the third quarter of fiscal 2024 compared to the third quarter of fiscal 2023 was driven primarily by a decrease in state income taxes and an increase in federal tax credits.

Net income for the third quarter of fiscal 2024 decreased 5.3% to $241.5 million, or $2.24 per diluted share, as compared to net income of $255.0 million, or $2.33 per diluted share, for the third quarter of fiscal 2023.

During the third quarter of fiscal 2024, we repurchased approximately 0.6 million shares of the Company’s common stock at a total cost of $149.8 million, excluding the 1% excise tax, as part of our share repurchase program and paid quarterly cash dividends totaling $117.8 million, returning $267.6 million to our stockholders.

Fiscal Nine Months Ended September 28, 2024 and September 30, 2023

Net sales for the first nine months of fiscal 2024 increased 2.0% to $11.11 billion from $10.90 billion for the first nine months of fiscal 2023. The increase in net sales was driven by growth in new store sales which increased 2.0%. Comparable store sales for the first nine months of fiscal 2024 were flat. The comparable store sales results for the first nine months of fiscal 2024 included an increase in comparable average transaction count of 0.3%, partially offset by a decrease in comparable average transaction value of 0.2%. In the first nine months of fiscal 2023, net sales increased 6.8% and comparable store sales increased 1.5%.

Sales from new stores were $219.1 million for the first nine months of fiscal 2024, which represented 2.0 percentage points of the 2.0% net sales increase over the first nine months of fiscal 2023 net sales. For the first nine months of fiscal 2023, sales from stores open less than one year were $498.2 million, which represented 4.9 percentage points of the 6.8% increase over the first nine months of fiscal 2022 net sales.

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The following table summarizes store growth for the fiscal nine months ended September 28, 2024 and September 30, 2023:

The following table indicates the percentage of net sales represented by each of our major product categories for the fiscal nine months ended September 28, 2024 and September 30, 2023:

Gross profit increased 3.3% to $4.07 billion for the first nine months of fiscal 2024 from $3.94 billion for the first nine months of fiscal 2023. As a percent of net sales, gross margin in the first nine months of fiscal 2024 increased 49 basis points to 36.6% from 36.1% in the first nine months of fiscal 2023. The gross margin rate increase was primarily attributable to lower transportation costs and disciplined product cost management. Additionally, gross margin continued to benefit from the Company’s ongoing execution of an everyday low price strategy.

Selling, general and administrative (“SG&A”) expenses, including depreciation and amortization, increased 4.6% to $2.92 billion for the first nine months of fiscal 2024 from $2.79 billion for the first nine months of fiscal 2023. As a percent of net sales, SG&A expenses increased 65 basis points to 26.3% for the first nine months of fiscal 2024 from 25.6% for the first nine months of fiscal 2023. The increase in SG&A as a percent of net sales was primarily attributable to the Company’s planned growth investments, which included higher depreciation and amortization. A modest deleverage of fixed costs given the level of comparable sales growth and start-up costs associated with the opening of a new distribution center also contributed to the increase in SG&A as a percent of net sales. These factors were partially offset by a disciplined focus on productivity, cost control and modest benefits from the Company’s sale-leaseback strategy.

Operating income for the first nine months of fiscal 2024 increased 0.4% to $1.15 billion compared to $1.14 billion in the first nine months of fiscal 2023.

The effective income tax rate was 22.2% in the first nine months of fiscal 2024 compared to 22.6% in the first nine months of fiscal 2023. The decrease in the effective income tax rate in the first nine months of fiscal 2024 compared to the first nine months of fiscal 2023 was driven primarily by a decrease in state income taxes.

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Net income for the first nine months of fiscal 2024 increased 0.6% to $864.8 million, or $8.00 per diluted share, as compared to net income of $859.3 million, or $7.81 per diluted share, for the first nine months of fiscal 2023.

During the first nine months of fiscal 2024, we repurchased approximately 1.6 million shares of the Company’s common stock at a total cost of $406.4 million, excluding the 1% excise tax, as part of our share repurchase program and paid quarterly cash dividends totaling $355.2 million, returning $761.6 million to our stockholders.

Liquidity and Capital Resources

In addition to normal operating expenses, our primary ongoing cash requirements are for new store expansion, existing store remodeling and improvements, store relocations, distribution facility capacity and improvements, information technology, inventory purchases, repayment of existing borrowings under our debt facilities, share repurchases, cash dividends, and selective acquisitions as opportunities arise.

Our primary ongoing sources of liquidity are existing cash balances, cash provided from operations, remaining funds available under our debt facilities, operating and finance leases, and normal trade credit. Our inventory and accounts payable levels typically build in the first and third fiscal quarters to support the higher sales volume of the spring and cold-weather selling seasons, respectively.

We plan to continue to leverage our sale-leaseback program on both existing owned stores and future new store openings in order to help fund our planned owned store development over the next several years.

We believe that our existing cash balances, expected cash flow from future operations, funds available under our debt facilities, operating and finance leases, normal trade credit, and access to the long-term debt capital markets will be sufficient to fund our operations and our capital expenditure needs, including new store openings, existing store remodeling and improvements, store relocations, distribution facility capacity and improvements, and information technology improvements, for the next 12 months and the longer term foreseeable future.

Debt

The following table summarizes the Company’s outstanding debt as of the dates indicated (in millions):

(a) Also referred to herein as the “Note Purchase Facility,” referring to the Note Purchase and Private Shelf Agreement dated as of August 14, 2017 by and among the Company, PGIM, Inc. and the noteholders party thereto, as amended through November 2, 2022, under which the notes were purchased.

For additional information about the Company’s debt and credit facilities, refer to Note 5 to the Consolidated Financial Statements.

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Cash Flows Provided by Operating Activities

Operating activities provided net cash of $903.6 million and $937.9 million in the first nine months of fiscal 2024 and fiscal 2023, respectively. The $34.3 million decrease in net cash provided by operating activities in the first nine months of fiscal 2024 compared to the first nine months of fiscal 2023 is due to changes in the following operating activities (in millions):

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

The $34.3 million decrease in net cash provided by operating activities in the first nine months of fiscal 2024 compared to the first nine months of fiscal 2023 was primarily driven by the increase in inventories and accounts payable due to overall Company growth, investments in both consumable, usable and edible products and big ticket inventory categories, and timing of accounts payable. This decrease was partially offset by changes in accrued expenses from timing of payments.

Cash Flows Used in Investing Activities

Investing activities used net cash of $460.1 million and $454.6 million in the first nine months of fiscal 2024 and fiscal 2023, respectively. The $5.5 million increase in net cash used in investing activities in the first nine months of fiscal 2024 compared to the first nine months of fiscal 2023 is due to changes in the following investing activities (in millions):

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

The decrease in spending for existing stores in the first nine months of fiscal 2024 as compared to the first nine months of fiscal 2023 primarily reflects the ongoing completion of Orscheln store remodels throughout fiscal 2023. Adjusting for the

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completion of Orscheln store remodels, existing store capital spend reflects a continued commitment to strategic initiatives related to existing store remodels. This includes internal space productivity and side lot garden center transformations.

The increase in spending for new stores, relocated stores and stores not yet opened in the first nine months of fiscal 2024 as compared to the first nine months of fiscal 2023 is primarily attributable to increased capital outlay associated with our owned store development program. This program began in the third quarter of fiscal 2023.

The increase in spending for information technology in the first nine months of fiscal 2024 as compared to the first nine months of fiscal 2023 is attributable to continued support for improvements in mobility in our stores, our digital initiatives, increased security and compliance, and other strategic initiatives.

The decrease in spending for distribution center capacity and improvements in the first nine months of fiscal 2024 as compared to the first nine months of fiscal 2023 primarily reflects a reduction in distribution center construction projects. The first nine months of fiscal 2023 reflect construction costs associated with both the Navarre, Ohio distribution center, which opened during the first quarter of fiscal 2023, and the Maumelle, Arkansas distribution center, which opened during the second quarter of fiscal 2024. The first nine months of fiscal 2024 solely reflect construction costs associated with the Maumelle, Arkansas distribution center.

The increase in spending for corporate in the first nine months of fiscal 2024 as compared to the first nine months of fiscal 2023 is primarily attributable to an increase in spending on information technology projects at the Store Support Center related to supporting store efficiency initiatives.

In the first nine months of fiscal 2024, the Company opened 54 new Tractor Supply stores compared to 51 new Tractor Supply stores during the first nine months of fiscal 2023.

Our projected capital expenditures for fiscal 2024 are currently estimated to be in the range of $625.0 million to $700.0 million, net of proceeds from the sale of existing Company-owned stores as part of our sale-leaseback strategy. The capital expenditures include plans to open a total of approximately 80 new Tractor Supply stores, continue Project Fusion remodels and garden center transformations, and open a total of 10 to 15 new Petsense by Tractor Supply stores.

Cash Flows Used in Financing Activities

Financing activities used net cash of $654.3 million and $264.1 million in the first nine months of fiscal 2024 and fiscal 2023, respectively. The $390.2 million increase in net cash used in financing activities in the first nine months of fiscal 2024 compared to the first nine months of fiscal 2023 is due to changes in the following (in millions):

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

The $390.2 million increase in net cash used in financing activities in the first nine months of fiscal 2024 compared to the first nine months of fiscal 2023 is primarily due to the reduced borrowing activity in the current period, partially offset by a decrease in the repurchase of common stock as compared to prior period.

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Dividends

During the first nine months of fiscal 2024 and fiscal 2023, the Company's Board of Directors declared the following cash dividends:

It is the present intention of the Company’s Board of Directors to continue to pay a quarterly cash dividend; however, the declaration and payment of future dividends will be determined by the Company’s Board of Directors in its sole discretion and will depend upon the earnings, financial condition, and capital needs of the Company, along with any other factors that the Company’s Board of Directors deem relevant.

On November 6, 2024, the Company’s Board of Directors declared a quarterly cash dividend of $1.10 per share of the Company’s outstanding common stock. The dividend will be paid on December 10, 2024 to stockholders of record as of the close of business on November 25, 2024.

Share Repurchase Program

The Company’s Board of Directors has authorized common stock repurchases under a share repurchase program which was announced in February 2007. The total authorized amount of the program, which has been increased from time to time, is currently $6.50 billion, exclusive of any fees, commissions, or other expenses related to such repurchases. The share repurchase program does not have an expiration date. The repurchases may be made from time to time on the open market or in privately negotiated transactions. The timing and amount of any shares repurchased under the program will depend on a variety of factors, including price, corporate and regulatory requirements, capital availability, and other market conditions. Repurchased shares are accounted for at cost and will be held in treasury for future issuance. The program may be limited, temporarily paused, or terminated at any time without prior notice. As of September 28, 2024, the Company had remaining authorization under the share repurchase program of $641.7 million, exclusive of any fees, commissions, or other expenses.

The following table provides the number of shares repurchased, average price paid per share, and total cost of share repurchases pursuant to our publicly announced repurchase plan during the fiscal three and nine months ended September 28, 2024 and September 30, 2023, respectively (in thousands, except per share amounts):

(a) Effective January 1, 2023, the Company’s share repurchases are subject to a 1% excise tax as a result of the Inflation Reduction Act of 2022. Excise taxes incurred on share repurchases represent direct costs of the repurchase and are recorded as a part of the cost basis of the shares within treasury stock. The cost of shares repurchased may differ from the repurchases of common stock amounts in the consolidated statements of cash flows due to unsettled share repurchases at the end of a period and excise taxes incurred on share repurchases.

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Significant Contractual Obligations and Commercial Commitments

For a description of the Company’s significant contractual obligations and commercial commitments, refer to Note 12 to the Consolidated Financial Statements included under Part II, Item 8 in our 2023 Form 10-K. As of September 28, 2024, there has been no other material change in the information disclosed in the 2023 Form 10-K.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of the Company’s financial position and results of operations are based upon its Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make informed estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The Company’s critical accounting policies, including areas of critical management judgments and estimates, have primary impact on the following financial statement areas:

See Note 1 to the Consolidated Financial Statements in our 2023 Form 10-K for a discussion of the Company’s critical accounting policies. The Company’s financial position and/or results of operations may be materially different when reported under different conditions or when using different assumptions in the application of such policies. In the event estimates or assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information. There have been no changes to our critical accounting policies and estimates as previously disclosed in our 2023 Form 10-K.

New Accounting Pronouncements

For recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of September 28, 2024, refer to Note 1 to the Consolidated Financial Statements included under Part I, Item 1 of this Quarterly Report on Form 10-Q.

For a description of the Company’s quantitative and qualitative disclosures about market risks, see Part II, Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” included in our 2023 Form 10-K for the fiscal year ended December 30, 2023. As of September 28, 2024, there has been no material change in this information.

Disclosure Controls and Procedures

Our management 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 our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the 1934 Act) as of September 28, 2024. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of September 28, 2024, our disclosure controls and procedures were effective.

Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For a description of the Company's legal proceedings, refer to Note 9 to the Consolidated Financial Statements included under Part I, Item 1 of this Quarterly Report on Form 10-Q.

The risk factors described in Part I, Item 1A “Risk Factors” in our 2023 Form 10-K should be carefully considered, together with the other information contained or incorporated by reference in this Quarterly Report on Form 10-Q and in our other filings with the SEC, in connection with evaluating the Company, our business, and the forward-looking statements contained in this Quarterly Report on Form 10-Q. Other than as disclosed below, there have been no material changes to our risk factors as previously disclosed in our 2023 Form 10-K. Other risks that we do not presently know about or that we presently believe are not material could also adversely affect us.

The risk factor under the heading “Failure to protect our reputation could have a material adverse effect on our brand name or any of our exclusive brands” in our 2023 Form 10-K is replaced in its entirety by the below:

Failure to protect our reputation could have a material adverse effect on our brand name or any of our exclusive brands.

Our success depends in part on the value and strength of the Tractor Supply name, including our exclusive brands. The Tractor Supply name is integral to our business, as well as to the implementation of our strategies for expanding our business. Maintaining, promoting, and positioning our brand will depend largely on the success of our marketing and merchandising efforts and our ability to provide high quality merchandise and a consistent, high quality customer experience. Our brand could be adversely affected if we fail to achieve these objectives or if our public image or reputation were to be tarnished by negative publicity, whether or not based on fact. Any failure to comply or accusation of our failure to comply with data privacy, environmental, ethical, labor, product, social, and other regulatory and industry standards could also jeopardize our reputation and potentially lead to various adverse consumer actions. Customers are also increasingly using social media to provide feedback and information about our Company, including our products and services, in a manner that can be quickly and broadly disseminated. We have been, and in the future may be, subject to criticism on social media regarding our company and management, as well as our stewardship strategies and changes in those strategies, which may be considered to be overreaching by some stakeholders and inadequate by other stakeholders. Widespread dissemination of such criticism at times has impacted our relationships with our customers and investors, and may do so in the future. Further, adverse publicity about our merchandise products or company, whether valid or not, may discourage customers from buying the products we offer. Additionally, our proprietary rights in our trademarks, trade names, service marks, domain names, copyrights, patents, trade secrets and other intellectual property rights are valuable assets of our business. We may not be able to prevent or even discover every instance of unauthorized third party uses of our intellectual property or dilution of our brand names, such as when a third party uses trademarks that are identical or similar to our own. Any of these events could result in decreased revenue or otherwise adversely affect our business.

The risk factor under the heading “We may be unable to meet our ESG goals, particularly with respect to the reduction of carbon emissions, or otherwise meet the expectations of our stakeholders with respect to ESG and/or DE&I matters” is replaced in its entirety by the below:

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

In July 2024, we announced a change in our goals relating to our carbon emissions goals and DE&I efforts. Our stakeholders may not be satisfied with our efforts or the changes in our goals, which could adversely affect public perception of our business, team member morale, customer or stockholder support as well as business and/or financial performance. For example, certain of our investors, as well as shareholder advocates, are placing an increasing emphasis on how corporations address ESG including DE&I issues in their business strategy when making investment decisions and when developing their investment theses and proxy recommendations. Additionally, certain stock indices consider ESG factors in determining which companies qualify for inclusion. If our investors, shareholder advocates, or indices in which we are included react negatively to the changes in our goals, it could have a negative impact on our stock price. Future changes to our ESG goals and strategies may further adversely impact our relationship with our team members, customers, stockholders, and other stakeholders, which could result in a reduction in sales, a negative impact on our stock price, and erosion of stockholder trust. In addition, we may be subject to regulatory scrutiny, including potential enforcement action, if any of our regulators has a negative reaction to the changes in our goals or perceives our goals to conflict with regulatory requirements.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Share repurchases were made pursuant to the share repurchase program, which is described under Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q under the heading “Share Repurchase Program.” Additionally, the Company withholds shares from vested restricted stock units and performance-based restricted share units to satisfy employees’ minimum statutory tax withholding requirements. Stock repurchase activity during the third quarter of fiscal 2024 was as follows:

(a) The number of shares purchased and average price paid per share includes 0, 3,328, and 82 shares withheld from vested stock awards to satisfy employees’ minimum statutory tax withholding requirements for the period of June 30, 2024 - July 27, 2024, July 28, 2024 - August 24, 2024, and August 25, 2024 - September 28, 2024, respectively.

(b) Excludes excise taxes incurred on share repurchases.

We expect to implement the balance of the share repurchase program through purchases made from time to time either in the open market or through private transactions, in accordance with regulations of the SEC and other applicable legal requirements. The timing and amount of any common stock repurchased under the program will depend on a variety of factors including price, corporate and regulatory requirements, capital availability, and other market conditions.

Any additional share repurchase programs will be subject to the discretion of the Company’s Board of Directors and will depend upon earnings, financial condition, and capital needs of the Company, along with any other factors which the Company’s Board of Directors deems relevant. The program may be limited, temporarily paused, or terminated at any time, without prior notice.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Trading Arrangements

During the Company’s three fiscal months ended September 28, 2024, 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.

Amendment to By-laws

The information set forth below is included herewith for the purpose of providing the disclosures required under “Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” of Form 8-K.

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On November 7, 2024, the board of directors of Tractor Supply Company amended the Sixth Amended and Restated By-laws for the Company (the “By-laws”), effective immediately, to adopt new Article XIII providing that, unless the Company consents to an alternative forum, the Delaware Court of Chancery (or other state court in Delaware, in the event the Court of Chancery lacked jurisdiction) would be the sole and exclusive forum for (1) any derivative litigation brought on behalf of the Company, (2) any action asserting breach of fiduciary duty against directors or officers or other employees of the Company, (3) any action against the Company or its officers or directors or other employees arising under the Delaware General Corporation Law or the Company’s By-Laws or Certificate of Incorporation, (4) any action otherwise related to the “internal affairs” of the Company, and (5) any action asserting an “internal corporate claim” as that term is defined in the Delaware General Corporation Law, and the federal district courts of the United States would be the sole and exclusive forum for any claims under the Securities Act of 1933 related to any offering of the Company’s securities; and making certain other conforming, technical, and administrative changes.

The foregoing description of the By-laws and the amendments contained therein does not purport to be complete and is qualified in its entirety by reference to the Seventh Amended and Restated By-laws, which are filed herewith as Exhibit 3.1, and as Exhibit 3.2 in redline form showing the changes described above, and incorporated herein by reference.

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Exhibit

3.1* Seventh Amended and Restated By-laws of Tractor Supply Company

3.2* Seventh Amended and Restated By-laws of Tractor Supply Company, marked to show amendments effective as of November 7, 2024

31.1* Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

32.1** Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

101* The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2024, formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders' Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

104* The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2024, formatted in Inline XBRL (included in Exhibit 101).

• Filed herewith

** Furnished herewith

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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