Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedSeptember 28, 2024

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromto

Commission file number 000-23314

TSC_primary logo_2023.jpg

TRACTOR SUPPLY COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware13-3139732
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)

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:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.008 par valueTSCONASDAQ Global Select Market

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.

Large accelerated filer☑Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

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.

ClassOutstanding at October 26, 2024
Common Stock, $0.008 par value106,839,001

TABLE OF CONTENTS

Page Number
PART I.Financial Information1
Item 1.Financial Statements1
Consolidated Statements of Income (unaudited) – For the Fiscal Three and Nine Months Ended September 28, 2024 and September 30, 20231
Consolidated Balance Sheets (unaudited) – September 28, 2024, December 30, 2023 and September 30, 20232
Consolidated Statements of Comprehensive Income (unaudited) – For the Fiscal Three and Nine Months Ended September 28, 2024 and September 30, 20233
Consolidated Statements of Stockholders’ Equity (unaudited) – For the Fiscal Three and Nine Months Ended September 28, 2024 and September 30, 20234
Consolidated Statements of Cash Flows (unaudited) – For the Fiscal Nine Months Ended September 28, 2024 and September 30, 20236
Notes to Unaudited Consolidated Financial Statements7
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations15
Item 3.Quantitative and Qualitative Disclosures About Market Risk24
Item 4.Controls and Procedures24
PART II.Other Information25
Item 1.Legal Proceedings25
Item 1A.Risk Factors25
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds26
Item 3.Defaults Upon Senior Securities26
Item 4.Mine Safety Disclosures26
Item 5.Other Information26
Item 6.Exhibits28
Signature29

i.

PART I. FINANCIAL INFORMATION

Next: Item 1. Financial Statements