Tractor Supply 10-Q 2026-06-27

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 ended			June 27, 2026

or

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from						to

Commission file number 000-23314

TRACTOR SUPPLY COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware												13-3139732
(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 class						Trading Symbol(s)						Name of each exchange on which registered
Common Stock, $0.008 par value						TSCO						NASDAQ 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.

Class						Outstanding at July 25, 2026
Common Stock, $0.008 par value						521,040,137

TABLE OF CONTENTS

						Page Number
PART I.			Financial Information			1
Item 1.			Financial Statements			1
			Consolidated Statements of Income (unaudited)			1
			Consolidated Balance Sheets (unaudited)			2
			Consolidated Statements of Comprehensive Income (unaudited)			3
			Consolidated Statements of Stockholders’ Equity (unaudited)			4
			Consolidated Statements of Cash Flows (unaudited)			6
			Notes to Unaudited Consolidated Financial Statements			8
Item 2.			Management's Discussion and Analysis of Financial Condition and Results of Operations			17
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			27
Item 4.			Controls and Procedures			28
PART II.			Other Information			29
Item 1.			Legal Proceedings			29
Item 1A.			Risk Factors			29
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			29
Item 3.			Defaults Upon Senior Securities			29
Item 4.			Mine Safety Disclosures			30
Item 5.			Other Information			30
Item 6.			Exhibits			31
Signature						32

i.

PART I. FINANCIAL INFORMATION

TRACTOR SUPPLY COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

(Unaudited)

			For the Fiscal Three												For the Fiscal Six
			Months Ended												Months Ended
			June 27, 2026						June 28, 2025						June 27, 2026						June 28, 2025
Net sales			$	4,541,314					$	4,439,729					$	8,133,360					$	7,906,682
Cost of merchandise sold			2,858,705						2,799,755						5,149,566						5,011,285
Gross profit			1,682,609						1,639,974						2,983,794						2,895,397
Selling, general and administrative expenses			1,021,899						940,063						1,963,052						1,826,269
Depreciation and amortization			130,848						122,099						257,449						242,179
Impairment expense			62,747						—						62,747						—
Operating income			467,115						577,812						700,546						826,949
Interest expense, net			17,103						17,983						36,211						37,624
Income before income taxes			450,012						559,829						664,335						789,325
Income tax expense			89,297						129,786						139,096						179,913
Net income			$	360,715					$	430,043					$	525,239					$	609,412
Net income per share – basic			$	0.69					$	0.81					$	1.00					$	1.15
Net income per share – diluted			$	0.69					$	0.81					$	1.00					$	1.14
Weighted average shares outstanding:
Basic			523,729						530,331						525,068						531,030
Diluted			524,615						532,205						526,416						533,152
Dividends declared per common share outstanding			$	0.24					$	0.23					$	0.48					$	0.46

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)

			June 27, 2026						December 27, 2025						June 28, 2025
ASSETS
Current assets:
Cash and cash equivalents			$	231,588					$	194,109					$	225,810
Inventories			3,518,451						3,084,086						3,090,306
Prepaid expenses and other current assets			298,482						202,557						227,649
Income taxes receivable			205,995						27,045						—
Total current assets			4,254,516						3,507,797						3,543,765
Property and equipment, net			3,223,898						3,026,544						2,884,660
Operating lease right-of-use assets			4,110,840						3,938,427						3,655,729
Goodwill and other intangible assets			506,249						398,755						399,622
Other assets			66,318						62,156						75,019
Total assets			$	12,161,821					$	10,933,679					$	10,558,795
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable			$	1,760,347					$	1,390,833					$	1,519,094
Accrued employee compensation			74,935						114,841						72,305
Other accrued expenses			878,948						653,482						614,221
Current portion of finance lease liabilities			10,315						5,426						3,437
Current portion of operating lease liabilities			463,556						449,867						410,249
Income taxes payable			1,648						—						143,346
Total current liabilities			3,189,749						2,614,449						2,762,652
Long-term debt			2,153,826						1,764,974						1,673,472
Finance lease liabilities, less current portion			42,933						30,722						26,318
Operating lease liabilities, less current portion			3,874,348						3,691,880						3,443,879
Deferred income taxes			100,109						95,042						19,841
Other long-term liabilities			169,291						155,319						142,324
Total liabilities			9,530,256						8,352,386						8,068,486
Stockholders’ equity:
Common stock			7,136						7,128						7,124
Additional paid-in capital			1,473,959						1,441,269						1,399,333
Treasury stock			(6,641,872)						(6,386,229)						(6,191,887)
Accumulated other comprehensive income			—						—						—
Retained earnings			7,792,342						7,519,125						7,275,739
Total stockholders’ equity			2,631,565						2,581,293						2,490,309
Total liabilities and stockholders’ equity			$	12,161,821					$	10,933,679					$	10,558,795

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; 2,000,000 shares authorized for all periods presented. 892,018, 890,991, and 890,521 shares issued; 521,845, 527,017, and 529,990 shares outstanding at June 27, 2026, December 27, 2025, and June 28, 2025, respectively.

**Treasury Stock (at cost, shar

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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 27, 2025 (the “2025 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 such things as sales and earnings growth, new store growth, store closures, estimated results of operations in future periods (including, but not limited to, net sales, comparable store sales, operating margins or operating margin rates, adjusted operating margin rates, net income, adjusted net income, earnings per diluted share and adjusted 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) and 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,” “would,” “expect,” “continue,” “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 2025 Form 10-K, 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 environments 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 2025 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 duration 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 2025 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. Allivet sales have been considered comparable store sales since December 30, 2025. VIP Petcare sales will be considered comparable store sales after one year. Comparable store sales are intended only as supplemental information and are 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.

			For the Fiscal Three												For the Fiscal Six
			Months Ended												Months Ended
			June 27, 2026						June 28, 2025						June 27, 2026						June 28, 2025
Net sales			100.00%						100.00%						100.00%						100.00%
Cost of merchandise sold			62.95						63.06						63.31						63.38
Gross profit			37.05						36.94						36.69						36.62
Selling, general and administrative expenses			22.50						21.17						24.14						23.10
Depreciation and amortization			2.88						2.75						3.17						3.06
Impairment expense			1.38						—						0.77						—
Operating income			10.29						13.01						8.61						10.46
Interest expense, net			0.38						0.41						0.45						0.48
Income before income taxes			9.91						12.61						8.17						9.98
Income tax expense			1.97						2.92						1.71						2.28
Net income			7.94%						9.69%						6.46%						7.71%

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

Fiscal Three Months (Second Quarter) Ended June 27, 2026 and June 28, 2025

Net sales for the second quarter of fiscal 2026 increased 2.3% to $4.54 billion from $4.44 billion in the second quarter of fiscal 2025. The increase in net sales was driven primarily by new store openings, partially offset by a decline of 1.5% in comparable store sales. In the second quarter of fiscal 2025, net sales increased 4.5% and comparable store sales increased 1.5%.

The comparable store sales results for the second quarter of fiscal 2026 included a comparable average transaction count decrease of 1.7% and a comparable average ticket increase of 0.2%. Comparable store sales were positive in April and June, with underperformance in May driving the decline for the second quarter. May results were pressured by softness in seasonal categories, including big-ticket items, as well as lower spending in discretionary categories. Companion animal categories continued to perform below the Company average, although trends improved through the second quarter. Continued strength

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across the balance of the Company's consumable, usable and edible categories (“C.U.E.”), along with growth in digital sales, partially offset these headwinds.

Sales from new stores and VIP Petcare were $164.8 million for the second quarter of fiscal 2026, which represented 3.7 percentage points of the 2.3% net sales increase over second quarter fiscal 2025 net sales. For the second quarter of fiscal 2025, sales from stores open less than one year were $126.7 million, which represented 3.0 percentage points of the 4.5% increase over second quarter fiscal 2024 net sales.

The following table summarizes store growth for the fiscal three months ended June 27, 2026 and June 28, 2025:

			Fiscal Three Months Ended
Store Count Information:			June 27, 2026						June 28, 2025
Tractor Supply
Beginning of period			2,435						2,311
New stores opened			28						24
Stores closed			—						—
End of period			2,463						2,335
Petsense by Tractor Supply
Beginning of period			206						206
New stores opened			3						2
Stores closed			—						(1)
End of period			209						207
Consolidated end of period			2,672						2,542
Stores relocated			2						4

The following table indicates the percentage of net sales represented by each of our major product categories for the fiscal three months ended June 27, 2026 and June 28, 2025:

			Percent of Net Sales
			Fiscal Three Months Ended
Product Category:			June 27, 2026						June 28, 2025
Livestock, Equine & Agriculture			32		%				31		%
Seasonal & Recreation			26						26
Companion Animal			21						21
Truck, Tool & Hardware			14						15
Clothing, Gift & Décor			7						7
Total			100		%				100		%

Gross profit increased 2.6% to $1.68 billion for the second quarter of fiscal 2026 from $1.64 billion for the second quarter of fiscal 2025. As a percent of net sales, gross margin in the second quarter of fiscal 2026 increased 11 basis points to 37.1% from 36.9% in the second quarter of fiscal 2025. Gross profit for the second quarter of fiscal 2026 included an inventory impairment expense of $5.9 million related to the closure of approximately 75 Petsense stores. On an adjusted basis, gross profit increased 3.0% to $1.69 billion for the second quarter of fiscal 2026. As a percent of net sales, adjusted gross margin in the second quarter of fiscal 2026 increased 24 basis points to 37.2%. This increase was primarily attributable to disciplined product cost management and tariff-related benefits, partially offset by higher freight expense and incremental investments to strengthen the Company's price-value position. See “Use and Reconciliation of Non-GAAP Financial Measures” below.

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Selling, general and administrative (“SG&A”) expenses, including depreciation, amortization and impairment, increased 14.4% to $1.22 billion for the second quarter of fiscal 2026 from $1.06 billion for the second quarter of fiscal 2025. As a percent of net sales, SG&A expenses increased 284 basis points to 26.8% in the second quarter of fiscal 2026 from 23.9% in the second quarter of fiscal 2025. The increase in SG&A as a percent of net sales was primarily attributable to impairment and other charges for the Petsense business of $65.8 million due to a restructuring of the business as well as acquisition costs of $9.5 million for the acquisition of VIP Petcare. On an adjusted basis, SG&A expenses increased 7.3% to $1.14 billion for the second quarter of fiscal 2026. As a percent of net sales, adjusted SG&A expenses in the second quarter of fiscal 2026 increased 118 basis points to 25.1%. The increase in adjusted SG&A as a percent of net sales was primarily attributable to deleverage from lower comparable sales, as well as higher medical claims and legal settlement expenses.

Operating income for the second quarter of fiscal 2026 decreased 19.2% to $467.1 million from $577.8 million in the second quarter of fiscal 2025. On an adjusted basis, operating income for the second quarter of fiscal 2026 decreased 5.1% to $548.3 million.

The effective income tax rate was 19.8% in the second quarter of fiscal 2026 compared to 23.2% in the second quarter of fiscal 2025. The decrease in the effective income tax rate in the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025 primarily reflects the income tax benefit associated with the purchase of transferable federal income tax credits, as well as the one-time charges associated with the restructuring of the Petsense business and the acquisition costs associated with VIP Petcare.

Net income for the second quarter of fiscal 2026 decreased 16.1% to $360.7 million, or $0.69 per diluted share, as compared to net income of $430.0 million, or $0.81 per diluted share, for the second quarter of fiscal 2025. On an adjusted basis, net income for the second quarter of fiscal 2026 was $423.5 million or $0.81 per diluted share.

The Company reports its financial results in accordance with U.S. GAAP. The Company also uses certain non-GAAP measures that may provide users of the financial information with additional meaningful comparison to prior reported results. Non-GAAP measures do not have standardized definitions and are not defined by U.S. GAAP. Therefore, the Company’s non-GAAP measures are unlikely to be comparable to similar measures presented by other companies. The presentation of these non-GAAP measures should not be considered in isolation from, as a substitute for, or as superior to the financial information presented in accordance with U.S. GAAP. The Company believes this information is useful in providing period-to-period comparisons of the results of our continuing operations. A reconciliation of these non-GAAP financial measures is included in the following table:

Reconciliation of Non-GAAP Financial Measures

(Unaudited)

(in thousands, except per share)

			June 27, 2026						Impairment and Acquisition Costs (a)						June 27, 2026
			(As Reported)						(Adjustment)						(As Adjusted)
Cost of merchandise sold			$	2,858,705					$	(5,926)					$	2,852,779
Gross profit			$	1,682,609					$	5,926					$	1,688,535
Selling, general and administrative expenses (including depreciation, amortization, and impairment expense)			$	1,215,494					(75,291)						$	1,140,203
Operating income			$	467,115					$	81,217					$	548,332
Income before income taxes			$	450,012					$	81,217					$	531,229
Income tax expense			$	89,297					$	18,433					$	107,730
Net income			$	360,715					$	62,784					$	423,499
Diluted net income per share			$	0.69					$	0.12					$	0.81

(a) Impairment and Acquisition Costs are comprised of $5.9 million in inventory impairment charges, $33.2 million in goodwill and intangible asset impairment charges, $32.6 million in other impairment and restructuring charges, and $9.5 million in acquisition costs.

During the second quarter of fiscal 2026, we repurchased approximately 3.9 million shares of the Company’s common stock at a total cost of $135.3 million, excluding the 1% excise tax, as part of our share repurchase program and paid quarterly cash dividends totaling $125.6 million, returning $260.9 million of capital to our stockholders.

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Fiscal Six Months Ended June 27, 2026 and June 28, 2025

Net sales for the first six months of fiscal 2026 increased 2.9% to $8.13 billion from $7.91 billion in the first six months of fiscal 2025. The increase in net sales was driven by new store openings, partially offset by a 0.6% decrease in comparable store sales. In the first six months of fiscal 2025, net sales increased 3.5% and comparable store sales increased 0.5%.

Comparable store sales for the first six months of fiscal 2026 declined 0.6%, as compared to an increase of 0.5% in the first six months of fiscal 2025. The comparable store sales results for the first six months of fiscal 2026 included an increase in comparable average ticket value of 0.8%, partially offset by a comparable average transaction count decrease of 1.4%. The decline in comparable store sales was primarily driven by softness in seasonal categories, including big ticket, and continued below-average performance in the companion animal category, reflecting softer demand trends, category shifts and an unfavorable product mix. Performance in these categories was partially offset by continued strength across the remainder of the Company’s C.U.E. categories as well as growth in digital sales.

Sales from new stores and VIP Petcare were $274.5 million for the first six months of fiscal 2026, which represented 3.5 percentage points of the 2.9% net sales increase over the first six months of fiscal 2025 net sales. For the first six months of fiscal 2025, sales from stores open less than one year were $224.6 million, which represented 2.9 percentage points of the 3.5% increase over the first six months of fiscal 2024 net sales.

The following table summarizes store growth for the fiscal six months ended June 27, 2026 and June 28, 2025:

			Fiscal Six Months Ended
Store Count Information:			June 27, 2026						June 28, 2025
Tractor Supply
Beginning of period			2,395						2,296
New stores opened			68						39
Stores closed			—						—
End of period			2,463						2,335
Petsense by Tractor Supply
Beginning of period			207						206
New stores opened			3						4
Stores closed			(1)						(3)
End of period			209						207
Consolidated, end of period			2,672						2,542
Stores relocated			4						7

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The following table indicates the percentage of net sales represented by each of our major product categories for the fiscal six months ended June 27, 2026 and June 28, 2025:

			Percent of Net Sales
			Fiscal Six Months Ended
Product Category:			June 27, 2026						June 28, 2025
Livestock, Equine & Agriculture			31		%				31		%
Seasonal & Recreation			23						23
Companion Animal			23						23
Truck, Tool & Hardware			15						15
Clothing, Gift & Décor			8						8
Total			100		%				100		%
Note: Net sales by major product categories for the prior period have been reclassified to conform to the current year presentation.

Gross profit increased 3.1% to $2.98 billion for the first six months of fiscal 2026 from $2.90 billion for the first six months of fiscal 2025. As a percent of net sales, gross margin in the first six months of fiscal 2026 increased seven basis points to 36.7% from 36.6% in the first six months of fiscal 2025. Gross profit for the first six months of fiscal 2026 included an inventory impairment expense of $5.9 million related to the closure of approximately 75 Petsense stores. On an adjusted basis, gross profit increased 3.3% to $2.99 billion for the first six months of fiscal 2026. As a percent of net sales, adjusted gross margin in the first six months of fiscal 2026 increased 14 basis points to 36.8%. The gross margin rate benefited from disciplined product cost management and tariff-related benefits, partially offset by higher delivery-related transportation costs.

Selling, general and administrative expenses, including depreciation, amortization and impairment, increased 10.4% to $2.28 billion for the first six months of fiscal 2026 from $2.07 billion for the first six months of fiscal 2025. As a percent of net sales, SG&A expenses increased 191 basis points to 28.1% in the first six months of fiscal 2026 from 26.2% for the first six months of fiscal 2025. The increase in SG&A as a percent of net sales was primarily attributable to impairment and other charges of $65.8 million due to a restructuring of the Petsense business, acquisition costs of $9.5 million for the acquisition of VIP Petcare, and deleverage of fixed costs from comparable store sales performance. On an adjusted basis, SG&A expenses increased 6.7% to $2.21 billion for the first six months of fiscal 2026. As a percent of net sales, adjusted SG&A expenses in the first six months of fiscal 2026 increased 99 basis points to 27.1%. The increase in adjusted SG&A as a percent of net sales was primarily attributable to deleverage from lower comparable store sales.

Operating income for the first six months of fiscal 2026 decreased 15.3% to $700.5 million compared to $826.9 million in the first six months of fiscal 2025. On an adjusted basis, operating income decreased 5.5% to $781.8 million.

The effective income tax rate was 20.9% in the first six months of fiscal 2026 compared to 22.8% in the first six months of fiscal 2025. The decrease in the effective income tax rate in the first six months of fiscal 2026 compared to the first six months of fiscal 2025 was driven primarily by the income tax benefit associated with the purchase of transferable federal income tax credits, partially offset by permanent differences and other discrete tax items.

Net income for the first six months of fiscal 2026 decreased 13.8% to $525.2 million, or $1.00 per diluted share, as compared to net income of $609.4 million, or $1.14 per diluted share, for the first six months of fiscal 2025. On an adjusted basis, net income was $588.0 million, or $1.12 per diluted share, for the first six months of fiscal 2026.

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The Company reports its financial results in accordance with U.S. GAAP. The Company also uses certain non-GAAP measures that may provide users of the financial information with additional meaningful comparison to prior reported results. Non-GAAP measures do not have standardized definitions and are not defined by U.S. GAAP. Therefore, the Company’s non-GAAP measures are unlikely to be comparable to similar measures presented by other companies. The presentation of these non-GAAP measures should not be considered in isolation from, as a substitute for, or as superior to the financial information presented in accordance with U.S. GAAP. The Company believes this information is useful in providing period-to-period comparisons of the results of our continuing operations. A reconciliation of these non-GAAP financial measures is included in the following table:

Reconciliation of Non-GAAP Financial Measures

(Unaudited)

(in thousands, except per share)

			June 27, 2026						Impairment and Acquisition Costs (a)						June 27, 2026
			(As Reported)						(Adjustment)						(As Adjusted)
Cost of merchandise sold			$	5,149,566					$	(5,926)					$	5,143,640
Gross profit			$	2,983,794					$	5,926					$	2,989,720
Selling, general and administrative expenses (including depreciation, amortization, and impairment expense)			$	2,283,248					$	(75,291)					$	2,207,957
Operating income			$	700,546					$	81,217					$	781,763
Income before income taxes			$	664,335					$	81,217					$	745,552
Income tax expense			$	139,096					$	18,433					$	157,529
Net income			$	525,239					$	62,784					$	588,023
Diluted net income per share			$	1.00					$	0.12					$	1.12

(a) Impairment and Acquisition Costs are comprised of $5.9 million in inventory impairment charges, $33.2 million in goodwill and intangible asset impairment charges, $32.6 million in other impairment and restructuring charges, and $9.5 million in acquisition costs.

During the first six months of fiscal 2026, we repurchased approximately 6.2 million shares of the Company’s common stock at a total cost of $253.3 million, excluding the 1% excise tax, as part of our share repurchase program and paid quarterly cash dividends totaling $252.0 million, returning $505.3 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 foreseeable future.

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Debt

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

			June 27, 2026						December 27, 2025						June 28, 2025
5.25% Senior Notes			$	750.0					$	750.0					$	750.0
1.75% Senior Notes			650.0						650.0						650.0
3.70% Senior Notes			150.0						150.0						150.0
Senior credit facilities:
Revolving Credit Facility			620.0						230.0						140.0
Total outstanding borrowings			2,170.0						1,780.0						1,690.0
Less: unamortized debt discounts and issuance costs			(16.2)						(15.0)						(16.5)
Total debt			2,153.8						1,765.0						1,673.5
Less: current portion of long-term debt			—						—						—
Long-term debt			$	2,153.8					$	1,765.0					$	1,673.5
Outstanding letters of credit			$	38.6					$	78.6					$	77.0

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

Cash Flows Provided by Operating Activities

Operating activities provided net cash of $653.1 million and $1.00 billion in the first six months of fiscal 2026 and fiscal 2025, respectively. The $349.5 million decrease in net cash provided by operating activities in the first six months of fiscal 2026 compared to the first six months of fiscal 2025 is due to changes in the following operating activities (in millions):

			Fiscal Six Months Ended
			June 27, 2026						June 28, 2025						Variance
Net income			$	525.2					$	609.4					$	(84.2)
Depreciation and amortization			257.4						242.2						15.2
Impairment expense			62.7						—						62.7
Gain on disposition of property and equipment			(41.5)						(33.4)						(8.1)
Share-based compensation expense			33.2						26.0						7.2
Deferred income taxes			(3.0)						(24.1)						21.1
Inventories and accounts payable			(66.3)						39.8						(106.1)
Prepaid expenses and other current assets			(91.6)						(26.4)						(65.2)
Accrued expenses			138.8						(44.7)						183.5
Income taxes			(177.3)						160.3						(337.6)
Other, net			15.4						53.5						(38.1)
Net cash provided by operating activities			$	653.1					$	1,002.6					(349.5)

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

The $349.5 million decrease in net cash provided by operating activities in the first six months of fiscal 2026 compared to the first six months of fiscal 2025 was primarily driven by the purchase of transferable federal tax credits within income taxes, as well as management of inventory and accounts payable. These decreases were partially offset by the increase in accrued expenses, primarily driven by the purchase of a federal tax credit which was executed during the second quarter of fiscal 2026 and will be paid in the first quarter of fiscal 2027.

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Cash Flows Used in Investing Activities

Investing activities used net cash of $495.6 million and $448.7 million in the first six months of fiscal 2026 and fiscal 2025, respectively. The $46.9 million increase in net cash used in investing activities in the first six months of fiscal 2026 compared to the first six months of fiscal 2025 is due to changes in the following investing activities (in millions):

			Fiscal Six Months Ended
			June 27, 2026						June 28, 2025						Variance
New stores, relocated stores and stores not yet opened			$	(185.2)					$	(144.8)					$	(40.4)
Existing stores			(123.7)						(101.4)						(22.3)
Information technology			(73.4)						(68.8)						(4.6)
Distribution center capacity and improvements			(52.7)						(31.6)						(21.1)
Corporate and other			(0.7)						(5.0)						4.3
Total capital expenditures			(435.7)						(351.6)						(84.1)
Proceeds from sale of property and equipment			69.9						42.9						27.0
Acquisition of VIP Petcare, net of cash acquired			(129.8)						—						(129.8)
Acquisition of Allivet, net of cash acquired			—						(139.9)						139.9
Net cash used in investing activities			$	(495.6)					$	(448.7)					$	(46.9)

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

The increase in capital expenditures for new stores, relocated stores and stores not yet opened in the first six months of fiscal 2026 is primarily driven by the increase in new store openings and the construction of owned, fixed-fee development stores. Capital expenditures for the first six months of fiscal 2026 included the opening of 68 new Tractor Supply stores compared to 39 new Tractor Supply stores during the first six months of fiscal 2025. Partially offsetting the increase in total capital expenditures, proceeds from the sale of property and equipment increased in the first six months of fiscal 2026 primarily driven by the sale of both new, fixed-fee development stores and existing stores as part of our sale-leaseback program.

Capital expenditures for existing stores represent continued investments related to our Project Fusion remodels inclusive of side lot transformations and other enhancements.

Capital expenditures for information technology represent continued support of our store growth, digital initiatives, and Company-wide strategic initiatives.

The increase in capital expenditures for distribution center capacity and improvements in the first six months of fiscal 2026 is primarily driven by the construction of our newest distribution center in Nampa, Idaho, which is anticipated to begin operations in the fourth quarter of fiscal 2026.

The Company used net cash of $129.8 million for the acquisition of VIP Petcare in the first six months of fiscal 2026 and net cash of $139.9 million for the acquisition of Allivet in the first six months of fiscal 2025.

Our projected capital expenditures, net of sale-leaseback proceeds, for fiscal 2026 are currently estimated to be in the range of approximately $675 million to $725 million. The capital expenditures include a plan to open approximately 100 Tractor Supply stores, continue Project Fusion remodels inclusive of side lot transformations and other enhancements, complete construction of our Nampa, Idaho distribution center, and continue investing in store and digital technology.

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Cash Flows Used in Financing Activities

Financing activities used net cash of $120.0 million and $579.6 million in the first six months of fiscal 2026 and fiscal 2025, respectively. The $459.6 million decrease in net cash used in financing activities in the first six months of fiscal 2026 compared to the first six months of fiscal 2025 is due to changes in the following (in millions):

			Fiscal Six Months Ended
			June 27, 2026						June 28, 2025						Variance
Net borrowings and repayments under debt facilities			$	390.0					$	(160.0)					$	550.0
Repurchase of common stock			(253.6)						(170.0)						(83.6)
Cash dividends paid to stockholders			(252.0)						(244.4)						(7.6)
Net proceeds from issuance of common stock			13.9						11.3						2.6
Other, net			(18.3)						(16.5)						(1.8)
Net cash used in financing activities			$	(120.0)					$	(579.6)					$	459.6

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

The $459.6 million decrease in net cash used in financing activities is primarily due to incremental borrowings under the Company’s Revolving Credit Facility in the first six months of fiscal 2026, partially offset by an increase in the repurchase of common stock.

Dividends

During the first six months of fiscal 2026 and fiscal 2025, the Company's Board of Directors declared the following cash dividends:

Date Declared						Dividend Amount Per Share of Common Stock						Record Date						Date Paid
May 13, 2026						$	0.24					May 27, 2026						June 9, 2026
February 10, 2026						$	0.24					February 24, 2026						March 10, 2026
May 14, 2025						$	0.23					May 28, 2025						June 10, 2025
February 12, 2025						$	0.23					February 26, 2025						March 11, 2025

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 August 5, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.24 per share of the Company’s outstanding common stock. The dividend will be paid on September 8, 2026 to stockholders of record as of the close of business on August 24, 2026.

Share Repurchase Program

The Company’s Board of Directors has authorized common stock repurchases under a share repurchase program, which was most recently increased by $1.00 billion on February 12, 2025. The total amount authorized under the program, which has been increased from time to time, is currently $7.50 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 June 27, 2026, the Company had remaining authorization under the share repurchase program of $873.4 million, exclusive of any fees, commissions, or other expenses.

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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 six months ended June 27, 2026 and June 28, 2025, respectively (in thousands, except per share amounts):

			Fiscal Three Months Ended												Fiscal Six Months Ended
			June 27, 2026						June 28, 2025						June 27, 2026						June 28, 2025
Total number of shares repurchased			3,875						1,447						6,199						3,174
Average price paid per share			$	34.92					$	51.10					$	40.86					$	52.89
Total cost of share repurchases (a)			$	136,832					$	72,822					$	255,643					$	166,649

(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.

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 2025 Form 10-K for the fiscal year ended December 27, 2025. As of June 27, 2026, the Company had contractual commitments of approximately $34.8 million related to the construction of our newest distribution center in Nampa, Idaho. As of June 27, 2026, there has been no other material change in the information disclosed in the 2025 Form 10-K for the fiscal year ended December 27, 2025.

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:

-			Inventory shrinkage reserve
-			Self-insurance reserves
-			Impairment of long-lived assets
-			Impairment of goodwill and other indefinite-lived intangible assets

See Note 1 to the Consolidated Financial Statements in our 2025 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 2025 Form 10-K other than the impairment charges recognized in the second quarter of fiscal 2026 related to a restructuring of the Petsense business.

New Accounting Pronouncements

For recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of June 27, 2026, 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 2025 Form 10-K for the fiscal year ended December 27, 2025. As of June 27, 2026, there has been no material change in this information.

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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 June 27, 2026. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of June 27, 2026, 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 2025 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. There have been no material changes to our risk factors as previously disclosed in our 2025 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.

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 first and second quarters of fiscal 2026 were as follows:

Period						Total Number of Shares Purchased						Average Price Paid Per Share						Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs						Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (b)
December 28, 2025 - January 24, 2026			(a)			765,100						$	51.11					765,100						$	1,087,475,603
January 25, 2026 - February 21, 2026			(a)			887,960						53.87						629,300						1,053,779,150
February 22, 2026 - March 28, 2026			(a)			930,000						48.56						930,000						1,008,628,970
Total						2,583,060						$	51.14					2,324,400						$	1,008,628,970
March 29, 2026 - April 25, 2026			(a)			1,144,922						$	43.68					1,144,742						$	958,643,311
April 26, 2026 - May 23, 2026			(a)			1,243,731						32.26						1,235,000						918,802,249
May 24, 2026 - June 27, 2026			(a)			1,495,015						30.41						1,495,000						873,362,699
Total						3,883,668						$	34.91					3,874,742						$	873,362,699

(a) The number of shares purchased and average price paid per share includes 180, 8,731, and 15 shares withheld from vested stock awards to satisfy employees’ minimum statutory tax withholding requirements for the period of March 29, 2026 - April 25, 2026, April 26, 2026 - May 23, 2026, and May 24, 2026 - June 27, 2026, 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.

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Item 4. Mine Safety Disclosures

Not applicable.

On May 13, 2026, Kurt Barton, the Company’s Executive Vice President, Chief Financial Officer and Treasurer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”). Mr. Barton’s 10b5-1 Plan provides for the potential sale of up to 195,185 shares of the Company’s common stock, including the sale of up to 185,675 shares of the Company’s common stock that Mr. Barton may acquire upon exercise of options. The plan commences on August 20, 2026 and will terminate on the earlier of the date all the shares under the plan are sold or February 3, 2028.

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Exhibit

10.1*			Amended and Restated Credit Agreement, dated as of May 19, 2026, by and among Tractor Supply Company, as Borrower, certain lenders and Wells Fargo Bank, National Association, as administrative agent (filed as exhibit 10.1 to Current Report on Form 8-K, filed with the Commission on May 21, 2026, and incorporated herein by reference)
10.2*+			Form of Director Restricted Share Unit Agreement
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 June 27, 2026, 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 June 27, 2026, formatted in Inline XBRL (included in Exhibit 101).

• Filed herewith

** Furnished herewith

+ Management contract or compensatory plan or arrangement

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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.

									TRACTOR SUPPLY COMPANY
Date:			August 6, 2026			By:			/s/ Kurt D. Barton
									Kurt D. Barton
									Executive Vice President - Chief Financial Officer and Treasurer
									(Duly Authorized Officer and Principal Financial Officer)

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