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What changed in Tractor Supply's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Tractor Supply's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+243 added−256 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-20)

Top changes in Tractor Supply's 2025 10-K

243 paragraphs added · 256 removed · 202 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

65 edited+17 added−33 removed48 unchanged
Biggest changeSchmidt ® (apparel and footwear) Retriever ® (pet foods and supplies) Country Lane ® (grooming preparations, animal Ridgecut ® (apparel) feed and feed supplements) Countyline ® (livestock, farm and ranch equipment) Royal Wing ® (bird feed and supplies) Country Tuff ® (lubricants, fluids and oil treatments) Strive ® (pet foods) Dumor ® (livestock and horse feed and supplies) Traveller ® (truck and automotive products) Farm Table ® (pet food and treats) Treeline ® (hunting gear and accessories) Groundwork ® (lawn and garden supplies) TSC Tractor Supply Co ® (trailers, truck tool boxes and animal bedding) Huskee ® (outdoor power equipment) Untamed ® (pet foods) JobSmart ® (tools) Impeckables ® (poultry feed, poultry kits and egg incubators) The exclusive brands identified above have been registered as trademarks with the USPTO for certain products and some are the subject of additional applications for registration pending before the USPTO for other products.
Biggest changeSchmidt ® (apparel and footwear) Retriever ® (pet foods and supplies) Country Lane ® (grooming preparations, animal feed and feed supplements) Ridgecut ® (apparel) Countyline ® (livestock, farm and ranch equipment) Royal Wing ® (bird feed and supplies) Country Tuff ® (lubricants, fluids and oil treatments) Royal Wing Total Care ® (bird feed and supplies) Dumor ® (livestock and horse feed and supplies) Strive ® (pet foods) Farm Table ® (pet food and treats) Traveller ® (truck and automotive products) Groundwork ® (lawn and garden supplies) TravellerX ® (truck and automotive products) Huskee ® (outdoor power equipment) Treeline ® (hunting gear and accessories) Impeckables ® (poultry feed, poultry kits and egg incubators) TSC Tractor Supply Co ® (trailers, truck tool boxes and animal bedding) JobSmart ® (tools) Untamed ® (pet foods) Our trademark and service mark registrations have various expiration dates; however, provided that we continue to use the marks and file appropriate maintenance and renewal documentation with the USPTO in a timely manner, the registrations are potentially perpetual in duration.
To drive store traffic, build brand consideration, and position ourselves as a destination retailer, we promote a broad selection of merchandise and our “Life Out Here” brand messaging through digital and social media initiatives, targeted digital video (connected TV and streaming programming), and e-mail.
To drive store and online traffic, build brand consideration, and position ourselves as a destination retailer, we promote a broad selection of merchandise and our “Life Out Here” brand messaging through digital and social media initiatives, targeted digital video (connected TV and streaming programming), and e-mail.
In addition to bonus incentive programs, we provide our eligible team members the opportunity to participate in an employee stock purchase plan and a 401(k) retirement savings plan. We offer health insurance for which we share a significant portion of the cost of premiums.
In addition to bonus incentive programs, we provide our eligible team members with the opportunity to participate in an employee stock purchase plan and a 401(k) retirement savings plan. We offer health insurance for which we share a significant portion of the cost of premiums.
Our vendors also provide assistance with product presentation and fixture design, support for in-store events, point-of-purchase materials for customer education, and product knowledge for our team members.
Our vendors also provide assistance with product presentation and fixture design, support for in-store events, point-of-purchase materials for customer education, and product knowledge training for our team members.
Our key platforms include: • Point-of-sale system; • In-store mobility; • E-commerce platform; • Consumer mobile app; • Replenishment and allocation systems; • Merchandising presentation and inventory management tools; • Warehouse and transportation management systems; • Labor management tools for stores and supply chain; 5 Table of Contents • Price optimization system; • Vendor purchase order control system; • Human resource information systems; • Business intelligence and analytics tools; and • Customer loyalty and campaign management system.
Our key platforms include: • Point-of-sale system; • In-store mobility; • E-commerce platform; • Consumer mobile app; • Replenishment and allocation systems; • Merchandising presentation and inventory management tools; • Warehouse and transportation management systems; • Labor management tools for stores and supply chain; • Price and promotion management system; • Vendor purchase order control system; 5 Table of Contents • Human resource information systems; • Business intelligence and analytics tools; and • Customer loyalty and campaign management system.
Our distinct approach differentiates us from other retailers by concentrating our product assortment on these core customers. We provide a convenient shopping experience both in-store and online, focusing on needs-based, demand-driven product categories. Serving the rural lifestyle market, we act as a trip consolidator for numerous basic maintenance requirements of farm, ranch, and rural customers.
Our distinct approach differentiates us from other retailers by concentrating our product assortment and services on these core customers. We provide a convenient shopping experience both in-store and online, focusing on needs-based, demand-driven product categories. Serving the rural lifestyle market, we act as a trip consolidator for numerous needs-based requirements of farm, ranch, and rural customers.
We are committed to driving a culture of safety for our team members, customers and communities through role-based training specific to Tractor Supply’s operations, the use of technology to deliver training, and an attitude of continual improvement.
We are committed to driving a culture of safety for our team members, customers and communities through role-based training specific to Tractor Supply’s operations, the use of technology to deliver training, and an attitude of continuous improvement.
In addition, our Neighbor’s Club loyalty program continues to drive strong customer count growth and enhances our ability to engage with our customers, recognize and reward our best customers, drive desired purchase behaviors, and create brand advocacy. Vendors frequently support these specific programs by offering temporary cost reductions, additional funding, and honoring coupons.
In addition, our Neighbor’s Club loyalty program continues to drive strong customer engagement and enhances our ability to engage with our customers, recognize and reward our best customers, drive desired purchase behaviors, and create brand advocacy. Vendors frequently support these specific programs by offering temporary cost reductions, additional funding, and honoring coupons.
Distribution We currently operate a distribution facility network for supplying stores with merchandise and delivering product ordered through our websites and mobile application. In fiscal 2024, our Tractor Supply stores received approximately 81% of merchandise through this network while the remaining merchandise shipped directly from our vendors to our stores or customers.
Distribution We currently operate a distribution facility network for supplying stores with merchandise and delivering product ordered through our websites and mobile application. In fiscal 2025, our Tractor Supply stores received approximately 81% of their merchandise through this network while the remaining merchandise shipped directly from our vendors to our stores or customers.
Our comprehensive selection of merchandise is comprised of the following major product categories: • Livestock, Equine & Agriculture: livestock and equine feed & equipment, poultry, fencing, and sprayers & chemicals; • Companion Animal: food, treats and equipment for dogs, cats, and other small animals as well as dog wellness; • Seasonal & Recreation: tractor & rider, lawn & garden, bird feeding, power equipment, and other recreational products; • Truck, Tool, & Hardware: truck accessories, trailers, generators, lubricants, batteries, and hardware and tools; and • Clothing, Gift, & Décor: clothing, footwear, toys, snacks, and decorative merchandise. 2 Table of Contents The following table indicates the percentage of net sales represented by each of our major product categories during fiscal 2024, 2023, and 2022: Percent of Net Sales Fiscal Year Product Category: 2024 2023 2022 Livestock, Equine & Agriculture 26 % 27 % 28 % Companion Animal 25 25 23 Seasonal & Recreation 23 22 22 Truck, Tool, & Hardware 16 16 16 Clothing, Gift, & Décor 10 10 11 Total 100 % 100 % 100 % Note: Net sales by major product categories for prior periods have been reclassified to conform to the current year presentation.
Our comprehensive selection of merchandise is comprised of the following major product categories: • Livestock, Equine & Agriculture: livestock and equine feed & equipment, poultry, fencing, and sprayers & chemicals; • Companion Animal: food, treats and equipment for dogs, cats, and other small animals as well as dog wellness; • Seasonal & Recreation: tractor & rider, lawn & garden, bird feeding, power equipment, and other recreational products; • Truck, Tool, & Hardware: truck accessories, trailers, generators, lubricants, batteries, and hardware and tools; and • Clothing, Gift, & Décor: clothing, footwear, toys, snacks, and decorative merchandise. 2 Table of Contents The following table indicates the percent of net sales represented by each of our major product categories during fiscal 2025, 2024, and 2023: Percent of Net Sales Fiscal Year Product Category: 2025 2024 2023 Livestock, Equine & Agriculture 27 % 26 % 27 % Companion Animal 24 24 25 Seasonal & Recreation 24 24 22 Truck, Tool & Hardware 15 16 16 Clothing, Gift & Décor 10 10 10 Total 100 % 100 % 100 % Note: Net sales by major product categories for prior periods have been reclassified to conform to the current year presentation.
This customer base includes recreational farmers, ranchers, and all those who enjoy living a rural inspired lifestyle. Customer Service We are committed to providing our customers reliable product availability and a convenient, customer-centric experience across shopping channels.
This customer base includes recreational farmers, ranchers, and all those who enjoy living a rural inspired lifestyle. 1 Table of Contents Customer Service We are committed to providing our customers reliable product availability and a convenient, customer-centric experience across shopping channels.
We believe this flow facilitates the prompt and efficient distribution of merchandise that allows us to be a dependable supplier to our customers for their “ Out Here ” lifestyle solutions by enhancing in-stock inventory positions, while minimizing freight expense and improving the inventory turn rate.
We believe this flow facilitates the prompt and efficient distribution of merchandise that allows us to be a dependable supplier to our customers for their “Out Here” lifestyle solutions by enhancing in-stock inventory positions, while minimizing freight expense and improving the inventory turn rate.
Kersey spent eight years with Alltel Wireless and four years with the Target Corporation in Operations, Distribution, Human Resources and Technology roles. Since May 2023, Ms. Kersey has served as a director at Floor & Décor Holdings, Inc. Colin W.
Kersey spent eight years with Alltel Wireless and four years with the Target Corporation in Operations, Distribution, Human Resources and Technology roles. Since May 2023, Ms. Kersey has served as a director at Floor & Décor Holdings, Inc. 9 Table of Contents Robert D.
We purchase our products from a group of over 1,000 vendors, with no one vendor representing more than 10% of our purchases during fiscal 2024. Approximately 400 core vendors accounted for 90% of our merchandise purchases during fiscal 2024.
We purchase our products from a group of over 1,100 vendors, with no one vendor representing more than 10% of our purchases during fiscal 2025. Approximately 425 core vendors accounted for 90% of our merchandise purchases during fiscal 2025.
Below are further descriptions of our Company and our focus on the development and support of our team members: Management and Team Members As of December 28, 2024, we employed approxima tely 26,000 full-time and 26,000 part-time Tractor Supply and Petsense by Tractor Supply team members and use contractors on an as-needed basis.
Below are further descriptions of our Company and our focus on the development and support of our team members: Management and Team Members As of December 27, 2025, we employed approxima tely 26,000 full-time and 26,000 part-time team members and use contractors on an as-needed basis.
As a result of our commitment to our team members, we have been recognized by the Great Place to Work Institute as a “ Great Place to Work-Certified ” company for five consecutive years.
As a result of our commitment to our team members, we have been recognized by the Great Place to Work Institute as a “Great Place to Work-Certified” company for six consecutive years.
(previously Wal-Mart Stores, Inc.) from 2008 to 2017, including Senior Vice President of Global Human Resource Transformation and People Services, Senior Vice President and Chief Human Resources Officer for U.S. Stores, and Senior Vice President of Learning and Human Resources Strategy. Prior to that time, Ms.
Kersey also previously held a number of executive level roles with Walmart Inc. (previously Wal-Mart Stores, Inc.) from 2008 to 2017, including Senior Vice President of Global Human Resource Transformation and People Services, Senior Vice President and Chief Human Resources Officer for U.S. Stores, and Senior Vice President of Learning and Human Resources Strategy. Prior to that time, Ms.
Achieving this strategy will require a foundational focus on: (1) connecting, empowering and growing our team to enhance our team members' lives and the communities in which they live, enabling them to provide legendary service to our customers, and (2) allocating resources in a disciplined and efficient manner to drive profitable growth and build stockholder value, including leveraging technology and automation, to align our cost structure to support new business capabilities for margin improvement and cost reductions.
Achieving this strategy will require a foundational focus on: (1) connecting, empowering and growing our team to enhance our team members' lives and the communities in which they live, enabling them to provide legendary service to our customers, and (2) allocating resources in a disciplined and efficient manner to drive profitable growth and build stockholder value, including leveraging technology and automation, to align our cost structure to support new business capabilities for margin improvement and cost reductions. 7 Table of Contents Over the past five years, we have experienced considerable sales growth, resulting in a compounded annual growth rate of approximately 7.9%.
Our buying teams focus on merchandise procurement, vendor line reviews, and testing of new products and programs. We also employ a dedicated inventory management team that focuses exclusively on forecasting and inventory replenishment, a committed merchandise planning team that concentrates on assortment planning, and a specialized pricing team that seeks to optimize market-specific pricing for our products.
We also employ a dedicated inventory management team that focuses exclusively on forecasting and inventory replenishment, a committed merchandise planning team that concentrates on assortment planning, and a specialized pricing team that seeks to optimize market-specific pricing for our products.
Store Environment Our stores are designed and managed to make shopping an enjoyable experience and to maximize sales and operating efficiencies. Stores are strategically arranged to provide an open environment for optimal product placement and visual display. In addition, these layouts allow for departmental space to be easily reallocated and visual displays to be changed for seasonal products and promotions.
Stores are strategically arranged to provide an open environment for optimal product placement and visual display. In addition, these layouts allow for departmental space to be easily reallocated and visual displays to be changed for seasonal products and promotions.
Barton, a Certified Public Accountant, began his career in public accounting in 1993, spending six years at Ernst & Young, LLP. Since October 2024, Mr. Barton has served as a director of KeHE Distributors, LLC. Robert D.
Barton has served in various other leadership roles in accounting since he joined the Company in 1999. Mr. Barton, a Certified Public Accountant, began his career in public accounting in 1993, spending six years at Ernst & Young, LLP. Since October 2024, Mr. Barton has served as a director of KeHE Distributors, LLC. J.
Merchandising and Purchasing We offer an extensive assortment of products for all those seeking to enjoy the “ Out Here” lifestyle. Our product assortment is tailored to meet the needs of our customers in various geographic markets.
Merchandising and Purchasing We offer an extensive assortment of products for all those seeking to enjoy the “ Out Here” lifestyle. Our product assortment is tailored to meet the needs of our customers in various geographic markets. Our full line of product offerings includes approximately 17,000 to 25,000 products per store as well as over 300,000 products online.
Our patents (both United States and foreign) have expiration dates ranging from April 5, 2027 to November 3, 2043 and protect various elements, designs or functions of farm and ranch equipment, as well as light systems for trucks and other vehicles.
Our patents (United States) have expiration dates ranging from March 31, 2030 to January 18, 2044 and protect various elements, designs or functions of farm and ranch equipment, as well as light systems for trucks and other vehicles.
We also continue to evaluate and improve the functionality of our systems to maximize their effectiveness. Such efforts include ongoing hardware and software evaluations, refreshes, and upgrades to support optimal software configurations, and application performance.
We also continue to evaluate and improve the functionality of our systems to maximize their effectiveness. Such efforts include ongoing hardware and software updates, modernization of core platforms, and upgrades to support stable and efficient system performance.
Petsense by Tractor Supply Petsense by Tractor Supply is a small-box pet specialty supply retailer focused on meeting the needs of pet owners, primarily in small and mid-sized communities, and offering a variety of pet products and services.
Collectively, these efforts are designed to support secure, efficient, and stable systems throughout our organization. Petsense by Tractor Supply Petsense by Tractor Supply is a small-box pet specialty supply retailer focused on meeting the needs of pet owners, primarily in small and mid-sized communities, and offering a variety of pet products and services.
Barton previously served as Vice President – Controller of the Company from February 2009, after having served as the Company's Director, Internal Audit from July 2002 to February 2009. Mr. Barton has served in various other leadership roles in accounting since he joined the Company in 1999. Mr.
Barton served as Senior Vice President – Controller of the Company since February 2016. Mr. Barton previously served as Vice President – Controller of the Company from February 2009, after having served as the Company's Director, Internal Audit from July 2002 to February 2009. Mr.
Yankee held various leadership roles in logistics and supply chain with the Target Corporation since 2004. He began his career as a Cavalry Officer, Captain in the United States Army. Noni L. Ellison has served as Senior Vice President – General Counsel and Corporate Secretary since January 2021. Ms.
Yankee held various leadership roles in logistics and supply chain with the Target Corporation since 2004. He began his career as a Cavalry Officer, Captain in the United States Army.
Barton has served as Executive Vice President – Chief Financial Officer and Treasurer since February 2019, after having served as the Company’s Senior Vice President – Chief Financial Officer and Treasurer since March 2017. Prior to that time, Mr. Barton served as Senior Vice President – Controller of the Company since February 2016. Mr.
Lawton also previously served as a director of Buffalo Wild Wings, Inc. from October 2016 to February 2018. Kurt D. Barton has served as Executive Vice President – Chief Financial Officer and Treasurer since February 2019, after having served as the Company’s Senior Vice President – Chief Financial Officer and Treasurer since March 2017. Prior to that time, Mr.
Lawton served as Senior Vice President, North America at eBay, Inc. since May 2015. Mr. Lawton previously held a number of leadership positions at Home Depot, Inc. from 9 Table of Contents 2005 to 2015, including Senior Vice President of Merchandising and head of Home Depot's online business. Since January 2019, Mr.
Lawton previously held a number of leadership positions at Home Depot, Inc. from 2005 to 2015, including Senior Vice President of Merchandising and head of Home Depot's online business. Since January 2019, Mr. Lawton has served as a director of Sealed Air Corporation and was appointed as a director of Wayfair Inc. in November 2025. Mr.
This investment includes use of digital technologies that support the “ Out Here ” lifestyle and integrate the customer experience in-store, online, and through our Customer Solutions Center, which offers customers the ability to shop anytime, anywhere, and in any way they choose.
This investment includes use of digital technologies that support the “ Life Out Here ” lifestyle and integrate the customer experience in-store, online, and through our Customer Solutions Center, which connects multiple customer engagement channels.
These exclusive brands are manufactured for us by a number of vendors and provide an alternative to the national brands, which helps provide value for our customers and positions us as a destination retailer. 3 Table of Contents Our exclusive brands represented approximately 29%, 29%, and 30% of our total sales in fiscal 2024, fiscal 2023 and fiscal 2022, respectively.
These Owned Brands are manufactured for us by a number of vendors and provide an alternative to the national brands, which helps provide value for our customers and positions us as a destination retailer.
We believe we have developed a proven method for selecting store sites and have significant additional opportunities for new Tractor Supply stores. We also believe that there is opportunity for continued growth for Petsense by Tractor Supply stores. Approximately 61% of our stores are in freestanding buildings and 39% are located in shopping centers.
We also believe that there is opportunity for continued growth for Petsense by Tractor Supply stores. Approximately 61% of our stores are in freestanding buildings and 39% are located in shopping centers. We lease approximately 97% of our stores and own the remaining 3%.
Our stores are located primarily in towns outlying major metropolitan markets and in rural communities. We also offer an expanded assortment of products through the Tractor Supply mobile application and online at TractorSupply.com and Petsense.com. The Company has one reportable industry segment which is the retail sale of products that support the rural lifestyle.
Our stores are located primarily in towns outlying major metropolitan markets and in rural communities. We also offer an expanded assortment of products through the Tractor Supply mobile application and online at TractorSupply.com, Petsense.com, and Allivet.com. On December 30, 2024, the Company completed its acquisition of Allivet, an online pet pharmacy.
At December 28, 2024, we operated 2,502 retail stores in 49 states (2,296 Tractor Supply retail stores and 206 Petsense by Tractor Supply retail stores).
At December 27, 2025, we operated 2,602 retail stores in 49 states (2,395 Tractor Supply retail stores and 207 Petsense by Tractor Supply retail stores).
Our stores have been equipped with tools such as team member communication devices, wireless internet, and mobile point-of-sale devices that enable our team members to provide an enhanced shopping experience to our customers.
Our stores have been equipped with tools such as team member communication devices and mobile point-of-sale devices that enable our team members to provide an enhanced shopping experience to our customers. In addition, our buy online and pickup in-store and ship to store programs, including curbside pickup, provide convenient access for customers to pick up merchandise from our store locations.
Prior to that time, Mr. Estep served the Company as a Vice President, Divisional Merchandise Manager from February 2014. Mr. Estep also previously served in various other leadership roles in merchandising since he re-joined the Company in January 2008. Since October 2023, Mr. Estep has served as a director at Leslie’s, Inc. Melissa D.
Estep also previously served in various other leadership roles in merchandising since he re-joined the Company in January 2008. Since October 2023, Mr. Estep has served as a director at Leslie’s, Inc. Kimberley S. Gardiner has served as Senior Vice President - Chief Marketing Officer since July 2022. Ms.
Another space productivity initiative is to transform our Side Lot with an expanded product offering and an enhanced shopping experience.
The site-level space is analyzed category by category and reallocated as needed to align with current merchandising strategies and to drive space productivity. Another space productivity initiative is to transform our Side Lot with an expanded product offering and an enhanced shopping experience.
We plan to continue to invest in information technology and implement efficiency-driving system enhancements such as computer vision, labor and task management tools, edge computing and artificial intelligence. We will continue to evaluate the use of emerging technologies to improve productivity such as robotics, robotic process automation, quantum computing and other technologies.
We also invest in information technology and implement and assess capabilities such as computer vision, automation, advanced analytics, and the responsible use of artificial intelligence. We evaluate additional emerging technologies, including robotics, robotic process automation, and edge computing, as potential tools to improve operational efficiency.
Our distribution centers utilize warehouse and labor management tools that support the planning, control, and processing of inventory. We manage our inbound and outbound transportation activity in-house through the use of a transportation management system. We utilize multiple common carriers for store and direct to customer 4 Table of Contents deliveries.
We select the locations of our distribution facilities in an effort to minimize logistics costs and optimize the distance from distribution facilities to our stores. Our distribution centers utilize warehouse and labor management tools that support the planning, control, and processing of inventory. We manage our inbound and outbound transportation activity in-house through the use of a transportation management system.
Ordus joined the Company as a District Manager in February 2002 after the acquisition of Quality Farm & Fleet, Inc. with which Mr. Ordus held roles since January 1998. J. Seth Estep has served as Executive Vice President – Chief Merchandising Officer since February 2020, after having served as the Company's Senior Vice President, General Merchandising since April 2017.
Ordus joined the Company as a District Manager in February 2002 after the acquisition of Quality Farm & Fleet, Inc. with which Mr. Ordus held roles since January 1998. Colin W.
We also maintain and continue to strengthen the security of our information systems to help protect and prevent unauthorized access to personal information of our customers, team members, vendors, and other confidential Company data. We are endeavoring to adhere to quickly evolving industry privacy laws and standards , as well as governance as it applies to artificial intelligence .
We also maintain and regularly strengthen the security of our information systems to help protect personal information and other confidential Company data. We continue to adapt to evolving industry privacy laws and standards, as well as governance standards related to artificial intelligence. Critical areas of focus include cloud, endpoint protection, identity access management, and privacy.
Additionally, we maintain a Customer Solutions Center at our Store Support Center located in Brentwood, Tennessee, to support our in-store and online customers, as well as our store team members.
Additionally, we maintain a Customer Solutions Center at our Store Support Center located in Brentwood, Tennessee, to support our in-store and online customers, as well as our store team members. We believe this commitment to customer service promotes strong customer loyalty through personalized experiences and provides convenience that our customers expect, which drives repeat shopping experiences.
We are in the midst of a multi-year project that began in 2020 to remodel our existing store base, bringing programs to life with new fixtures, layouts and products that truly enhance the customer shopping experience. The site-level space is analyzed category by category and reallocated as needed to align with current merchandising strategies and to drive space productivity.
We also offer store delivery in all of our Tractor Supply stores to meet our customers’ needs. We are in the midst of a multi-year project that began in 2020 to remodel our existing store base, bringing programs to life with new fixtures, layouts, and products that truly enhance the customer shopping experience.
Kersey has served as Executive Vice President – Chief Human Resources Officer since July 2020. Ms. Kersey was previously Senior Vice President and Chief People Officer for McDonald's USA, LLC from 2017 until July 2020. Ms. Kersey also previously held a number of executive level roles with Walmart Inc.
Prior to 2019, Ms. Gardiner held various marketing and strategy roles with increasing responsibility at 5th Kind and Toyota North America. Melissa D. Kersey has served as Executive Vice President – Chief Human Resources Officer since July 2020. Ms. Kersey was previously Senior Vice President and Chief People Officer for McDonald's USA, LLC from 2017 until July 2020. Ms.
These systems are integrated through an enterprise resource planning (“ERP”) system. This ERP system tracks merchandise from initial order through ultimate sale and interfaces with our financial systems. We continue to invest in technology to support store, online, and distribution facility expansion and our long-term strategic growth initiatives focused heavily on improving the customer experience across all channels.
These systems are integrated through an enterprise resource planning (“ERP”) system. This ERP system tracks merchandise from initial order through final sale and interfaces with our financial systems. We invest in technology to maintain the reliability, scalability, and security of our systems and to support our strategic priorities.
At December 28, 2024, we operated a total of 206 Petsense by Tractor Supply stores in 23 states, and an e-commerce website ( Petsense.com ). The Petsense name is registered with the USPTO. Human Capital We believe that our team members are the foundation of our business and that their hard work, passion, commitment, and experience drive our success.
At December 27, 2025, we operated a total of 207 Petsense by Tractor Supply stores in 23 states and an e-commerce website ( Petsense.com ). The Petsense name is registered with the USPTO.
Information about our Executive Officers Pursuant to General Instruction G(3) of Form 10-K, the following list is included in Part I of this Report in lieu of being included in the Proxy Statement for the Annual Meeting of Stockholders to be held on May 15, 2025.
Information about our Executive Officers Pursuant to General Instruction G(3) of Form 10-K, the following list is included in Part I of this Report in lieu of being included in the Proxy Statement for the Annual Meeting of Stockholders to be held on May 14, 2026. 8 Table of Contents The following is a list of the names and ages of all executive officers of the registrant, indicating all positions and offices with the registrant held by each such person and each person’s principal occupations and employment during at least the past five years: Name Position Age Harry A.
In fiscal 2024, we opened 80 new Tractor Supply stores and 11 new Petsense by Tractor Supply stores. In fiscal 2023, we opened 70 new Tractor Supply stores and 13 7 Table of Contents new Petsense by Tractor Supply stores. This represents a selling square footage increase of approximately 2% during fiscal 2024 and 3% during fiscal 2023.
We plan to open approximately 100 new Tractor Supply stores in fiscal 2026, a selling square footage increase of approximately 4%. In fiscal 2025, we opened 99 new Tractor Supply stores and five new Petsense by Tractor Supply stores. In fiscal 2024, we opened 80 new Tractor Supply stores and 11 new Petsense by Tractor Supply stores.
At December 28, 2024, we operated 2,502 retail stores in 49 states (2,296 Tractor Supply retail stores and 206 Petsense by Tractor Supply retail stores). Given the size of the communities that we target, we believe there is ample opportunity for new store growth in many existing and new markets.
Given the size of the communities that we target, we believe there is ample opportunity for new store growth in many existing and new markets. We believe we have developed a proven method for selecting store sites and have significant additional opportunities for new Tractor Supply stores.
Digital Ensuring that our customers can engage with us in the most convenient manner for them whether in our stores, on our website, on our mobile application, or via our Customer Solutions Center, is a high priority for us. Our goal is to be available anytime, anywhere, and in any way our customers choose to engage with our brand.
Digital Ensuring that our customers can engage with us through a seamless, digital experience that supports their “Life Out Here” needs whether in our stores, on our website, on our mobile application, or via our Customer Solutions Center, is a high priority for us.
We believe internal promotions, coupled with the hiring of individuals with previous retail experience, provide the management structure necessary to support our long-term strategic growth initiatives. 6 Table of Contents Store Team Member Learning & Development We seek to hire store team members who live and appreciate the “ Out Here ” lifestyle, including recreational farmers, ranchers, homesteaders, animal and pet owners, and all those who enjoy living the rural lifestyle.
Store Team Member Learning & Development We seek to hire store team members who live and appreciate the “Out Here” lifestyle, including recreational farmers, ranchers, homesteaders, animal and pet owners, and all those who enjoy living the rural lifestyle.
Customers Our target customers are home, land, pet, animal and livestock owners who generally have above average income and below average cost of living. We seek to serve a customer base that primarily lives in towns outlying major metropolitan markets and in rural communities.
We seek to serve a customer base that primarily lives in towns outlying major metropolitan markets and in rural communities.
We believe this commitment to customer service promotes strong customer loyalty through personalized experiences and provides convenience that our customers expect, which drives repeat shopping experiences. 1 Table of Contents We use a third-party provider to survey and measure our level of customer service. This process allows customers to provide feedback on their shopping experience.
We use a third-party provider to survey and measure our level of customer service. This process allows customers to provide feedback on their shopping experience. Based on the third-party provider’s data, we believe our customer satisfaction scores are among the best-in-class.
We manage our transportation costs through carrier negotiations, monitoring of transportation routes, and scheduling of deliveries. Marketing Leveraging our value-driving offerings from our Neighbor’s Club loyalty program, we utilize an “everyday low price” philosophy to consistently offer our products at competitive prices complemented by limited and strategically planned promotions throughout the year.
Additionally, our comprehensive Final Mile delivery solution (“Final Mile”) provides greater order visibility and delivery reliability to our customers and is a key initiative for driving our direct sales business and our digital sales. 4 Table of Contents Marketing Leveraging our value-driving offerings from our Neighbor’s Club loyalty program, we employ an “everyday low price” philosophy to consistently offer our products at competitive prices complemented by limited and strategically planned promotions throughout the year.
In addition to selling products that bear nationally-known manufacturer brands, we also sell products manufactured for us under a number of exclusive brands that we consider to be important to our business.
In addition to selling products that bear high quality, nationally-known manufacturer brands, we also sell products under a number of brands owned by the Company (“Owned Brands”) as well as exclusively licensed product categories per licensing agreements with third parties (“Exclusive Product Categories”) that we consider to be important to our business.
Our exclusive brands include: 4health ® (pet foods and supplies) Paws & Claws ® (pet foods and supplies) American Farmworks ® (livestock, farm and ranch Producer’s Pride ® (livestock and horse feed and supplies) equipment) Bit & Bridle ® (apparel and footwear) Red Shed ® (gifts, collectibles, and outdoor furniture) Blue Mountain ® (apparel) Redstone ® (heating products) C.E.
Our Owned Brands and Exclusive Product Categories, collectively, represented approximately 30%, 29%, and 29% of our total sales in fiscal 2025, fiscal 2024 and fiscal 2023, respectively. 3 Table of Contents Our Owned Brands identified below have been registered as trademarks with the USPTO for certain products and some are the subject of additional applications for registration pending before the USPTO for other products. 4health ® (pet foods and supplies) Paws & Claws ® (pet foods and supplies) American Farmworks ® (livestock, farm and ranch equipment) Producer’s Pride ® (livestock and horse feed and supplies) Bit & Bridle ® (apparel and footwear) Red Shed ® (gifts, collectibles, and outdoor furniture) Blue Mountain ® (apparel) Redstone ® (heating products) C.E.
Additionally, we earned a spot on both the Nashville Business Journal's Best Places to Work (2023) and The Tennessean's Top Workplaces in Middle Tennessee (2023) lists, as well as national lists including Fortune’s Best Workplaces in Retail (2023), Newsweek’s America's Greatest Workplaces (2023), and Forbes’ America's Best Large Employers (2023).
Additionally, we earned a spot on national lists including Computerworld’s Best Places to Work in IT (2025), Newsweek’s America's Most Admired Companies (2025), and Forbes’ America's Best Large Employers (2024).
Based on the third-party provider’s data, we believe our customer satisfaction scores are among the best-in-class. We carefully evaluate the feedback we receive from our customers and implement improvements at both the Company and the individual store level based on that feedback.
We carefully evaluate the feedback we receive from our customers and implement improvements at both the Company and the individual store level based on that feedback. Store Environment Our stores are designed and managed to make shopping an enjoyable experience and to maximize sales and operating efficiencies.
Rubin Senior Vice President and General Manager of Petsense by Tractor Supply 45 Harry A. Lawton, III has served as President and Chief Executive Officer since January 2020. Mr. Lawton served as President of Macy's, Inc. from September 2017 to December 2019. Prior to that time, Mr.
Lawton served as President of Macy's, Inc. from September 2017 to December 2019. Prior to that time, Mr. Lawton served as Senior Vice President, North America at eBay, Inc. since May 2015. Mr.
Continuous Improvement We are committed to a continuous improvement program to drive change throughout our organization. Using data analytics and team member engagement, we examine business processes and identify opportunities to reduce costs, drive innovation, and improve effectiveness. We establish annual goals for productivity and cost improvement.
Using the Tractor Value System, our internal continuous improvement framework along with data analytics and team member engagement, we assess processes and identify opportunities to reduce costs and support innovation. We establish annual goals for productivity and cost improvement and provide training to expand our team’s understanding and application of continuous improvement principles.
Our strategy is to manage product flow and adjust merchandise assortments and depth of inventory to capitalize on seasonal demand trends. Stewardship and Compliance with Environmental Matters Our operations are subject to numerous federal, state, and local environmental laws and regulations, enacted or adopted to protect the environment. We are committed to complying with all applicable environmental laws and regulations.
Our strategy is to manage product flow and adjust merchandise assortments and depth of inventory to capitalize on seasonal demand trends.
We have not experienced any significant difficulty in obtaining satisfactory alternative sources of supply for our products to meet customer demands despite the global supply chain disruptions and delays. We believe that adequate sources of supply exist, but they may cost more or require us to incur higher transportation costs.
We have not experienced any significant difficulty in obtaining satisfactory alternative sources of supply for our products to meet customer demands despite the changes in tax and trade policies, tariffs, and other regulations affecting trade between the U.S. and other countries.
Barton Executive Vice President – Chief Financial Officer and Treasurer 53 Robert D. Mills Executive Vice President – Chief Technology, Digital Commerce and Strategy Officer 52 John P. Ordus Executive Vice President – Chief Stores Officer 49 J. Seth Estep Executive Vice President – Chief Merchandising Officer 45 Melissa D.
Lawton, III President and Chief Executive Officer 51 Kurt D. Barton Executive Vice President – Chief Financial Officer and Treasurer 54 J. Seth Estep Executive Vice President – Chief Merchandising Officer 46 Kimberley S. Gardiner Senior Vice President – Chief Marketing Officer 57 Melissa D. Kersey Executive Vice President – Chief Human Resources Officer 51 Robert D.
Over the past five years, we have experienced considerable sales growth, resulting in a compounded annual growth rate of approximately 12.2%. We plan to open approximately 90 new Tractor Supply and approximately 10 new Petsense by Tractor Supply stores in fiscal 2025, a selling square footage increase of approximately 4%.
This represents a selling square footage increase of approximately 4% during fiscal 2025 and 2% during fiscal 2024. At December 27, 2025, we operated 2,602 retail stores in 49 states (2,395 Tractor Supply retail stores and 207 Petsense by Tractor Supply retail stores).
Management Information and Control Systems We have invested resources in management information and control systems to provide legendary customer service and to deliver the right products in the right place at the right time.
Management Information and Control Systems We have invested resources in management information and control systems to support our operations, manage merchandise flow, and provide a consistent customer experience across our stores, supply chain, and digital platforms.
Removed
In addition, our buy online and pickup in-store and ship to store programs, including curbside pickup, provide convenient access for customers to pick up merchandise from our store locations. We also offer store delivery in all of our Tractor Supply stores to meet our customers' needs.
Added
Pursuant to the agreement governing the transaction, the Company acquired 100% of the equity interest in Allivet for a purchase price of $135.0 million. The acquisition was financed with cash on hand from the balance sheet. The Company has one reportable industry segment which is the retail sale of products that support the rural lifestyle.
Removed
Our full line of product offerings includes a broad selection of high quality, reputable brand name and exclusive brand products with approximately 17,000 to 27,000 products per store as well as over 325,000 products online. No single product accounted for more than 10% of our sales during fiscal 2024.
Added
Additionally, we extend our legendary customer service to address the “Out Here” business-to-business market including larger farms, small to medium businesses and event spaces through our direct sales program. Customers Our target customers are home, land, pet, animal and livestock owners who generally have above average income and below average cost of living.
Removed
Our trademark and service mark registrations have various expiration dates; however, provided that we continue to use the marks and file appropriate maintenance and renewal documentation with the USPTO in a timely manner, the registrations are potentially perpetual in duration.
Added
No single product accounted for more than 10% of our sales during fiscal 2025.
Removed
On May 14, 2024, the Company opened its tenth and largest distribution center located in Maumelle, Arkansas, which expanded the distribution center capacity by approximately 1.2 million square feet. We select the locations of our distribution facilities in an effort to minimize logistics costs and optimize the distance from distribution facilities to our stores.
Added
We believe that adequate sources of supply exist, but they may cost more or require us to incur higher transportation costs. Our buying teams focus on merchandise procurement, vendor line reviews, and testing of new products and programs.
Removed
We provide our customers the opportunity to shop in a manner that fits their lifestyle and is most convenient for them. Our focus is on delivering a comprehensive, easy shopping experience, offering the conveniences our customers want and expect by driving a personalized experience by leveraging our Neighbor’s Club Loyalty program.
Added
Beginning in the fiscal year ended December 27, 2025, we revised the metric of exclusive brands as a percentage of total sales, which historically included only our Owned Brands, to include both our Owned Brands and Exclusive Product Categories as a percent of total sales. Prior period amounts have been recast to conform to the current year presentation.
Removed
We offer buy online, pickup in-store, and curbside pickup, which provide convenient access for customers to pick up merchandise from our store locations. Additionally, our online experience offers an expansive product assortment including a direct to consumer assortment.
Added
In addition, the Company is building a new distribution center located in Nampa, Idaho. This new facility will expand the Company’s distribution center capacity by approximately 865,000 square feet and is anticipated to begin operations in the fourth quarter of 2026.
Removed
This allows us to extend our aisles beyond our store locations and provides convenient and useful content that is relevant to our customers’ lifestyle. We provide our customers the ability to have products shipped directly to our retail store locations or delivered to their homes or offices. For select products, we offer same day delivery.
Added
We utilize multiple common carriers for store and direct to customer deliveries. We manage our transportation costs through carrier negotiations, monitoring of transportation routes, and scheduling of deliveries.
Removed
We use our distribution facility network as well as our stores to support our e-commerce activities. Our digital commerce (“Digital”) capabilities have further enhanced our in-store shopping experience, allowing us to engage with our customers more effectively, and expanded our target markets outside of our current retail store locations.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

56 edited+13 added−4 removed148 unchanged
Biggest changeOur success depends in large part on the continued availability and service of our executive officers, senior management, and other key team members. Competition for senior management and key team members in our industry is strong and we may not be able to retain our key team members or attract new qualified team members.
Biggest changeThe loss of current members of our senior management team and other key team members or the failure to successfully manage an executive officer transition may adversely affect our operating results. Our success depends in large part on the continued availability and service of our executive officers, senior management, and other key team members.
Our operations, including our outsourced exclusive brand manufacturing partners, are subject to regulation by the Occupational Safety and Health Administration (“OSHA”), the Food and Drug Administration (the “FDA”), the Department of Agriculture (the “USDA”), the Environmental Protection Agency (the “EPA”) and by various other federal, state, local and foreign authorities regarding the processing, packaging, storage, distribution, advertising, labeling and export of our products, including food safety standards.
Our operations, including our outsourced exclusive brand manufacturing partners, are subject to regulation by the Occupational Safety and Health Administration (“OSHA”), the Food and Drug Administration (the “FDA”), the Department of Agriculture (the “USDA”), the Environmental Protection Agency (the “EPA”) and by various other federal, state, local and foreign authorities regarding the processing, packaging, storage, distribution, advertising, labeling and export of our products, including food and drug safety standards.
Additionally, we also receive and process information permitting cashless payments as part of our in-store and online operations at TractorSupply.com and Petsense.com and on our mobile application, some of which depend upon the secure transmission of confidential information over public networks.
Additionally, we also receive and process information permitting cashless payments as part of our in-store and online operations at TractorSupply.com, Petsense.com, and Allivet.com , and on our mobile application, some of which depend upon the secure transmission of confidential information over public networks.
Furthermore, although our Board of Directors has authorized a share repurchase program of up to $6.50 billion, we may temporarily pause or permanently discontinue this program at any time or significantly reduce the amount of repurchases under the program. The share r epurchase program does not have an expiration date.
Furthermore, although our Board of Directors has authorized a share repurchase program of up to $7.50 billion, we may temporarily pause or permanently discontinue this program at any time or significantly reduce the amount of repurchases under the program. The share r epurchase program does not have an expiration date.
In addition, upon certain events constituting a change of control, as that term is defined in the indenture for our 1.75% Senior Notes, 5.25% Senior Notes, and in our note purchase and private shelf agreement for our 3.70% Senior Notes, we are required to make an offer in cash to repurchase all or any part of each holder's 1.75% Senior Notes as well as 5.25% Senior Notes at a repurchase price equal to 101% of the principal thereof, plus accrued interest, and to prepay all of each holder’s 3.70% Senior Notes at a prepayment price equal to 100% of the principal thereof, plus accrued interest.
In addition, upon certain events constituting a change of control, as that term is defined in the indenture for our 1.75% Senior Notes, 5.25% Senior Notes, and in our note purchase and private shelf 20 Table of Contents agreement for our 3.70% Senior Notes, we are required to make an offer in cash to repurchase all or any part of each holder's 1.75% Senior Notes as well as 5.25% Senior Notes at a repurchase price equal to 101% of the principal thereof, plus accrued interest, and to prepay all of each holder’s 3.70% Senior Notes at a prepayment price equal to 100% of the principal thereof, plus accrued interest.
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. Macroeconomic Risks General economic conditions may adversely affect our financial performance.
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. Macroeconomic Risks General economic and geopolitical conditions may adversely affect our financial performance.
It is difficult to successfully predict the products and services our customer will demand. As our customers begin to expect a more personalized experience, our ability to collect, use, and protect relevant customer data is important to our ability to effectively meet their expectations.
It is difficult to successfully predict the products and services our customer will demand. As our customers increasingly expect a more personalized experience, our ability to collect, use, and protect relevant customer data is important to our ability to effectively meet their expectations.
They also subject us to potential fraud by criminal elements seeking to discover and take advantage of security vulnerabilities that may exist in some of 18 Table of Contents these payment systems. For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability.
They also subject us to potential fraud by criminal elements seeking to discover and take advantage of security vulnerabilities that may exist in some of these payment systems. For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability.
The completion date and ultimate cost of future projects could differ significantly from initial 17 Table of Contents expectations due to construction-related or other reasons. We cannot guarantee that all projects will be completed on time or within established budgets. We continue to make significant technology investments in our supply chain.
The completion date and ultimate cost of future projects could differ significantly from initial expectations due to construction-related or other reasons. We cannot guarantee that all projects will be completed on time or within established budgets. We continue to make significant technology investments in our supply chain.
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.
Our success depends in part on the value and strength of the Tractor Supply name, including our Owned Brands. The Tractor Supply name is integral to our business, as well as to the implementation of our strategies for expanding our business.
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.
If our investors, shareholder advocates, or indices in which we are included react negatively to future changes in our goals, it could have a negative impact on our stock price.
Additionally, remediation of any problems with our systems could result in significant, unplanned expenses. Customer-facing technology systems are an important part of our sales and marketing strategy and the failure of those systems to perform effectively and reliably could keep us from delivering positive customer experiences.
Additionally, remediation of any problems with our systems could result in significant, unplanned expenses. 18 Table of Contents Customer-facing technology systems are an important part of our sales and marketing strategy and the failure of those systems to perform effectively and reliably could keep us from delivering positive customer experiences.
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.
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 or consumer perception.
Our failure to comply with those covenants 20 Table of Contents could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debt, which would have a material adverse effect on our financial condition.
Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debt, which would have a material adverse effect on our financial condition.
New stores build their sales volumes and refine their merchandise selection over time and, as a result, generally have lower gross margins and higher operating expenses as a percentage of net sales than our more mature stores.
New stores build their sales volumes and refine their merchandise selection over time and, as a result, generally have 11 Table of Contents lower gross margins and higher operating expenses as a percentage of net sales than our more mature stores.
In addition, distribution-related construction or expansion projects entail risks which could cause delays and cost overruns, such as: shortages of materials; shortages of skilled labor or work stoppages; unforeseen construction, scheduling, engineering, environmental, or geological problems; weather interference; fires or other casualty losses; and unanticipated cost increases.
In addition, distribution-related construction or expansion projects, such as our Final Mile initiatives, entail risks which could cause delays and cost overruns, such as: shortages of materials; shortages of skilled labor or work stoppages; unforeseen construction, scheduling, engineering, environmental, or geological problems; weather interference; fires or other casualty losses; and unanticipated cost increases.
Furthermore, the long-term impacts of climate change, whether involving physical risks (such as extreme weather conditions or rising sea levels) or transition risks (such as regulatory or technology changes, including the risk of diverging regulatory requirements in different jurisdictions) are expected to be widespread and unpredictable.
Furthermore, the long-term impacts of climate change, whether involving physical risks (such as extreme weather conditions or rising sea levels) or transition risks (such as regulatory or technology changes, including the risk of evolving or diverging regulatory requirements and investor and consumer expectations in different jurisdictions) are expected to be widespread and unpredictable.
Our results of operations may be sensitive to changes in overall economic conditions that impact consumer spending, including discretionary spending.
Our results of operations may be sensitive to changes in overall economic and geopolitical conditions that impact consumer spending, including discretionary spending.
Also, a fire, tornado, or other disaster at one of our distribution facilities could disrupt our timely receiving, processing, and shipment of merchandise to our stores which could adversely affect our business.
Also, a fire, tornado, snow or ice storm, or other disaster at one of our distribution facilities could disrupt our timely receiving, processing, and shipment of merchandise to our stores which could adversely affect our business.
Our vendors may be forced to reduce their production, shut down their operations or file for bankruptcy protection, which could make it difficult for us to serve the market’s needs and could have a material adverse effect on our business.
Our vendors may be forced to reduce their production, shut down their operations or file for 15 Table of Contents bankruptcy protection, which could make it difficult for us to serve the market’s needs and could have a material adverse effect on our business.
The political landscape in the U.S. contains uncertainty with respect to tax and trade policies, tariffs and regulations affecting trade between the U.S. and other countries. We source a portion of our merchandise from manufacturers located outside the U.S., primarily in Asia and Central America.
The economic landscape in the U.S. contains uncertainty with respect to tax and trade policies, tariffs and regulations, and other geopolitical considerations affecting trade between the U.S. and other countries. We source a portion of our merchandise from manufacturers located outside the U.S., primarily in Asia and Central America.
Historically, weather conditions, including unseasonably warm weather in the fall and winter months and 13 Table of Contents unseasonably cool weather in the spring and summer months, have affected the timing and volume of our sales and results of operations.
Historically, weather conditions, including unseasonably warm weather in the fall and winter months and unseasonably cool weather in the spring and summer months, have affected the timing and volume of our sales and results of operations.
In addition, the imposition of tariffs by the U.S. has resulted in the adoption of tariffs by China on U.S. exports and could result in the adoption of tariffs by other countries as well. A resulting trade war could have a significant adverse effect on world trade and the world economy.
In addition, the imposition of tariffs by the U.S. has resulted in the adoption of tariffs by China and other countries on U.S. exports and could result in the adoption of additional tariffs by other countries as well. A resulting trade war or increasing trade tensions could have a significant adverse effect on world trade and the world economy.
We source a portion of our merchandise from manufacturers located outside the U.S., primarily in Asia and Central America, and many of our domestic vendors have a global supply chain. The U.S. has imposed tariffs on certain products imported into the U.S. from China and could propose additional tariffs.
We source a portion of our merchandise from manufacturers located outside the U.S., primarily in Asia and Central America, and many of our domestic vendors have a global supply chain. The U.S. has recently imposed new or higher tariffs on certain products imported into the U.S. from China and other countries and could propose additional tariffs.
Our level of indebtedness could limit our cash flow available for operations and could adversely affect our ability to service our debt or obtain additional financing. As of December 28, 2024, our total outstanding consolidated debt was approximately $1.83 billion. Our level of indebtedness could restrict our operations and make it more difficult for us to satisfy our debt obligations.
Our level of indebtedness could limit our cash flow available for operations and could adversely affect our ability to service our debt or obtain additional financing. As of December 27, 2025, our total outstanding consolidated debt was approximately $1.77 billion. Our level of indebtedness could restrict our operations and make it more difficult for us to satisfy our debt obligations.
Given the uncertainty regarding the scope and duration of the current and potential tariffs, as well as the potential for additional trade actions by the U.S. or other countries, the impact on our business, results of operations, and financial condition is uncertain but could be significant.
Increased tariffs have impacted our costs and margins, and given the uncertainty regarding the scope and duration of the current and potential tariffs, as well as the potential for additional trade actions by the U.S. or other countries, the future impact on our business, results of operations, and financial condition is uncertain but could be significant.
Failure to provide a compelling online presence; to timely identify or respond to changing consumer preferences, expectations and home improvement needs; to maintain appropriate inventory; to provide quick and low-price or free delivery alternatives and convenient pickup options; to differentiate the customer experience for our primary customer groups; to effectively implement an increasingly localized merchandising assortment; and to ensure we have the correct processes and framework to monitor other necessary changes so we may continue to respond in a timely manner could adversely affect our relationship with customers, the demand for our products and services, and our market share. 12 Table of Contents Failure to open and manage new stores in the number and manner currently contemplated could adversely affect our financial performance.
Failure to provide a compelling online presence; to timely identify or respond to changing consumer preferences, expectations and home improvement needs; to maintain appropriate inventory; to provide quick and low-price or free delivery alternatives and convenient pickup options; to differentiate the customer experience for our primary customer groups; to effectively implement an increasingly localized merchandising assortment; and to ensure we have the correct processes and framework to monitor other necessary changes so we may continue to respond in a timely manner could adversely affect our relationship with customers, the demand for our products and services, and our market share.
“Management's Discussion and Analysis of Financial Condition and Results of Operations” for a further discussion of comparable store sales.
See Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” for a further discussion of comparable store sales.
Additionally, a portion of our domestically purchased merchandise is manufactured abroad. Our business may be materially adversely affected by risks associated with international trade, including the impact of current or potential tariffs by the U.S. with respect to certain consumer goods imported from China.
We rely on manufacturers located in foreign countries, including China, for merchandise. Additionally, a portion of our domestically purchased merchandise is manufactured abroad. Our business may be materially adversely affected by risks associated with international trade, including the impact of current or potential tariffs by the U.S. with respect to certain consumer goods imported from China.
While we believe there are adequate reserve quantities and alternative suppliers available, shortages or interruptions in the receipt or supply of products caused by unanticipated demand, such as occurred during the COVID-19 pandemic, problems in production or distribution, financial or other difficulties of supplies, inclement weather or other economic conditions, including the availability of qualified drivers and distribution center team members, could adversely affect the availability, quality and cost of products, and our operating results.
Shortages or interruptions in the receipt or supply of products caused by unanticipated demand, such as occurred during the COVID-19 pandemic, problems in production or distribution, financial or other difficulties of supplies, inclement weather or other economic conditions, including the availability of qualified drivers and distribution center team members, could adversely affect the availability, quality and cost of products, and our operating results.
We are subject to numerous federal, state, local, and foreign laws and governmental regulations including those relating to competition, environmental protection, personal injury, intellectual property, consumer product safety, building, land use and zoning requirements, workplace regulations, wage and hour, privacy and information security, pricing, record management, and employment law matters.
We are subject to numerous federal, state, local, and foreign laws and governmental regulations including those relating to competition, environmental protection, personal injury, intellectual property, consumer product safety, building, land use and zoning requirements, workplace regulations, wage and hour, privacy and information security, pricing, record management, and employment law matters, as well as laws, regulations and licensing requirements governing animal health products and services and pet pharmacy activities.
Although we believe that our operations are efficient, disruptions due to extreme weather conditions, including snow and ice storms, flood and wind damage, hurricanes, tornadoes, extreme rain, fires and droughts have at times resulted and may in the future result in delays in the transportation and delivery of merchandise to our distribution centers, our stores, or our customers.
Disruptions due to extreme weather conditions, including snow and ice storms, flood and wind damage, hurricanes, tornadoes, extreme rain, fires and droughts have at times resulted and may in the future 13 Table of Contents result in delays in the transportation and delivery of merchandise to our distribution centers, our stores, or our customers.
Major developments in tax policy or trade relations, such as the disallowance of tax deductions for imported merchandise, the imposition of tariffs on imported products or retaliatory actions by countries affected by changes in U.S. tax and trade policies, could have a material adverse effect on our business, results of operations, and financial condition. 16 Table of Contents We rely on manufacturers located in foreign countries, including China, for merchandise.
Major developments in tax policy, trade relations, or diplomatic relationships, such as the disallowance of tax deductions for imported merchandise, the imposition of tariffs on imported products or retaliatory actions by countries affected by changes in U.S. tax and trade policies, could have a material adverse effect on our business, results of operations, and financial condition.
As of December 28, 2024, the Company had remaining authorization under the share repurchase program of $487.3 million, exclusive of any fees, commissions or other expenses. The market price for our common stock might be volatile and could result in a decline in value.
As of December 27, 2025, the Company had remaining authorization under the share repurchase program of $1.13 billion, exclusive of any fees, commissions or other expenses. The market price for our common stock might be volatile and could result in a decline in value.
Further, the imposition of tariffs or other changes in world trade could have an impact on certain U.S. industries and consumers and could negatively impact the consumer demand for products that we sell.
Further, the imposition of tariffs or other changes in world trade could have an impact on certain U.S. industries and consumers, could cause us to raise our prices and re-evaluate the sourcing of our products, and could consequently negatively impact the consumer demand for products that we sell.
A weakening of economic conditions affecting disposable consumer income such as lower employment levels, uncertainty, instability or changes in business or political conditions, social and political causes and movements, including government shutdowns, changes in interest rates, inflation/deflation, higher tax rates, higher fuel and energy costs, higher labor and healthcare costs, the impact of natural disasters or acts of terrorism, general health epidemics or pandemics, and other matters could reduce consumer spending or cause consumers to shift their spending to competitors.
A weakening of economic conditions affecting disposable consumer income such as lower employment levels, negative consumer outlook, uncertainty, instability or changes in business or political conditions, social and political causes and movements, including government shutdowns, changes in interest rates, inflation/deflation, higher tax rates or tariffs, changes in the value of the U.S. dollar relative to other currencies, higher fuel and energy costs, higher labor and healthcare costs, and other economic matters could reduce consumer spending or cause consumers to shift their spending to competitors.
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.
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.
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.
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.
We use our websites, TractorSupply.com and Petsense.com , and our mobile application as both a sales channel for our products and as a method of providing product, project, and other relevant information to our customers to drive in-store and online sales. Digital retailing is continually evolving and expanding, and we must effectively respond to changing customer expectations and new developments.
We use our websites, TractorSupply.com , Petsense.com , and Allivet.com , and our mobile application as both a sales channel for our products and as a method of providing product, project, and other relevant information to our customers to drive in-store and online sales.
While we have enhanced our cybersecurity processes and procedures in response to the general cybersecurity threat environment in recent years, we are not aware of any discrete cybersecurity threat, including as a result of any previous cybersecurity incidents, that has materially affected or is reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
We are not aware of any discrete cybersecurity threat, including as a result of 17 Table of Contents any previous cybersecurity incidents, that has materially affected or is reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
While the Company selects these third-party vendors carefully, it does not control their actions or the components or manufacture of their products.
The Company does not control third party vendors’ actions or the components or manufacture of their products.
These factors may cause the comparable store sales results at our existing stores to differ materially from prior periods and from expectations. Past comparable store sales are not an indication of future results, and there can be no assurance that our comparable store sales will not decrease in the future. Our merchandising and marketing initiatives may not provide expected results.
Past comparable store sales are not an indication of future results, and there can be no assurance that our comparable store sales will not decrease in the future. 10 Table of Contents Our merchandising and marketing initiatives may not provide expected results.
Purchase price volatility, including inflationary and deflationary pressures, may adversely affect our financial performance. Although we cannot determine the full effect of inflation and deflation on our operations, we believe our sales and results of operations are affected by both.
Although we cannot determine the full effect of inflation and deflation on our operations, we believe our sales and results of operations are affected by both.
Digital retailing is rapidly evolving, and we must keep pace with changing customer expectations and new developments by our competitors. Our customers are increasingly using mobile phones, tablets, computers, and other devices to shop and to interact with us through social media. We are making investments in our websites and mobile applications.
Our customers are increasingly using mobile phones, tablets, computers, and other devices to shop and to interact with us through social media. We are making investments in our websites and mobile applications.
To the extent that our supply chain, costs, sales, or profitability are negatively affected by the tariffs or other trade actions, our business, financial condition, and results of operations may be materially adversely affected.
To the extent that our supply chain, costs, sales, or profitability are negatively affected by the tariffs or other trade actions, our business, financial condition, and results of operations may be materially adversely affected. 16 Table of Contents A significant disruption to our distribution network or to the timely receipt of inventory could adversely impact sales or increase our transportation costs, which would decrease our profits.
We must continue to recruit, retain, and motivate management and other team members sufficiently, both to maintain our current business and to execute our long-term strategic growth initiatives.
Competition for senior management and key team members in our industry is strong and we may not be able to retain our key team members or attract new qualified team members. We must continue to recruit, retain, and motivate management and other team members sufficiently, both to maintain our current business and to execute our long-term strategic growth initiatives.
If we are unable to implement this strategy, our ability to increase our sales, profitability, and cash flow could be impaired. To the extent that we are unable to open new stores in the manner we anticipate (due to, among other reasons, site approval or unforeseen delays in construction), our sales growth may be impeded.
To the extent that we are unable to open new stores in the manner we anticipate (due to, among other reasons, site approval or unforeseen delays in construction), our sales growth may be impeded. There can be no assurance that our new store openings will be successful or result in incremental sales and profitability for the Company.
Extended delays or cost overruns in securing, developing, and otherwise implementing technology solutions to support the long-term strategic growth initiatives would delay and possibly even prevent us from realizing the projected benefits of those initiatives. 19 Table of Contents In addition, our competitive position could be adversely affected if our competitors adopt, implement, or scale the use of emerging technologies before we are able to successfully do so.
Extended delays or cost overruns in securing, developing, and otherwise implementing technology solutions to support the long-term strategic growth initiatives would delay and possibly even prevent us from realizing the projected benefits of those initiatives. Our increasing use of and investment in artificial intelligence and other emerging technologies could adversely affect our business, financial condition, and reputation.
Also, while we employ several different methodologies to assess potential business opportunities, acquired businesses may not achieve desired profitability objectives or other expectations, causing lower than expected earnings and cash flows which could adversely affect our financial performance and subsequently require impairment of long-lived assets, goodwill and other intangible assets.
Acquired businesses may not achieve desired profitability objectives or other expectations, causing lower than expected earnings and cash flows which could adversely affect our financial performance and subsequently require impairment of long-lived assets, goodwill and other intangible assets. 12 Table of Contents Failure to protect our reputation could have a material adverse effect on our brand name or any of our Owned Brands.
Additionally, we could suffer adverse reputational impacts if we are not able to respond to any new regulatory or market changes in a timely fashion, on the same timeline as our peers, or at all. 14 Table of Contents Our investors, other stakeholders, and regulators may not be satisfied with our ESG efforts including DE&I.
Our inability to appropriately respond to such changes could adversely impact our business, financial condition, results of operations or cash flows. Additionally, we could suffer adverse reputational impacts if we are not able to respond to any new regulatory or market changes in a timely fashion, on the same timeline as our peers, or at all.
In addition, regulatory uncertainty, changes in applicable rules and regulations, and regulations in different jurisdictions that may conflict with each other may make compliance more costly or difficult to achieve. Our inability to appropriately respond to such changes could adversely impact our business, financial condition, results of operations or cash flows.
Compliance with any new or more stringent laws or requirements, or stricter interpretations of existing laws, could require additional expenditures by us or our suppliers. In addition, regulatory uncertainty, changes in applicable rules and regulations, and regulations in different jurisdictions that may conflict with each other may make compliance more costly or difficult to achieve.
An integral part of our business strategy includes the expansion of our store base through new store openings. This expansion strategy is dependent on our ability to find suitable locations, and we face competition from many retailers and other businesses for such sites.
Our expansion strategy is dependent on our ability to find suitable locations, and we face competition from many retailers and other businesses for such sites. If we are unable to implement this strategy, our ability to increase our sales, profitability, and cash flow could be impaired.
If our costs of labor or related costs increase significantly as new or revised labor laws, rules or regulations or healthcare laws are adopted or implemented, our financial performance could be adversely affected. 15 Table of Contents The loss of current members of our senior management team and other key team members or the failure to successfully manage an executive officer transition may adversely affect our operating results.
If our costs of labor or related costs increase significantly as new or revised labor laws, rules or regulations or healthcare laws are adopted or implemented, our financial performance could be adversely affected.
The portion of total consumer expenditures with retailers occurring online and through mobile applications has continued to increase. The pace of this increase could further accelerate in the future. Our business has evolved from an in-store experience to interaction with customers across numerous channels, including in-store, online, mobile and social media, among others.
Digital retailing is continually evolving and expanding, and we must effectively respond to changing customer expectations and new developments. The portion of total consumer expenditures with retailers occurring online and through mobile applications has continued to increase. The pace of this increase could further accelerate in the future.
These risk factors should be read in conjunction with the other information in this Annual Report on Form 10-K. Strategic and Competitive Risks Failure to protect our reputation could have a material adverse effect on our brand name or any of our exclusive brands.
These risk factors should be read in conjunction with the other information in this Annual Report on Form 10-K. Strategic and Competitive Risks We may be unable to increase sales at our existing stores. We experience fluctuations in our comparable store sales at our existing stores, defined as sales in stores which have been open for at least twelve months.
Financial Risks Changes in market conditions or in our credit rating could restrict capital and adversely affect our business operations and growth initiatives.
In addition, we face risk of competitive disadvantage if our competitors more effectively use emerging technologies to better serve customers, drive internal efficiencies, and create new or enhanced products or services. 19 Table of Contents Financial Risks Changes in market conditions or in our credit rating could restrict capital and adversely affect our business operations and growth initiatives.
Removed
Any of these events could result in decreased revenue or otherwise adversely affect our business. 11 Table of Contents We may be unable to increase sales at our existing stores. We experience fluctuations in our comparable store sales at our existing stores, defined as sales in stores which have been open for at least twelve months. See Item 7.
Added
These factors may cause the comparable store sales results at our existing stores to differ materially from prior periods and from expectations.
Removed
Although we have a rigorous real estate site selection and approval process, there can be no assurance that our new store openings will be successful or result in incremental sales and profitability for the Company.
Added
There is no guarantee that measures we take to address this, such as our store localization, direct sales, and Final Mile initiatives, will be successful or sufficient to address our customer’s needs.
Removed
The SEC adopted climate change disclosure rules that have been stayed pending completion of judicial review. If enacted, the disclosure rules could significantly increase compliance burdens and associated regulatory costs and complexity. Compliance with any new or more stringent laws or requirements, or stricter interpretations of existing laws, could require additional expenditures by us or our suppliers.
Added
Failure to open and manage new stores in the number and manner currently contemplated could adversely affect our financial performance. An integral part of our business strategy includes the expansion of our store base through new store openings.
Removed
A significant disruption to our distribution network or to the timely receipt of inventory could adversely impact sales or increase our transportation costs, which would decrease our profits.
Added
The implementation of certain of these requirements was paused in November 2025 and remains subject to litigation, with the result that the timing and outcomes of such court proceedings are currently unclear. If enacted, the disclosure rules could significantly increase compliance burdens and associated regulatory costs and complexity.
Added
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. In addition, in 2025, we determined not to adopt climate targets in line with the Science Based Targets initiative.
Added
Furthermore, natural disasters or acts of terrorism, public health epidemics or pandemics, and geopolitical tensions or incidents such as war, civil unrest, terrorist attacks or other acts of violence in the United States or in other areas of the world could adversely affect consumer spending or our operations, which could have a negative effect on our results of operations and financial condition. 14 Table of Contents Purchase price volatility, including inflationary and deflationary pressures, may adversely affect our financial performance.
Added
We have enhanced our cybersecurity processes and procedures in response to the general cybersecurity threat environment in recent years.
Added
Our business has evolved from an in-store experience to interaction with customers across numerous channels, including in-store, online, mobile and social media, among others. Digital retailing is rapidly evolving, and we must keep pace with changing customer expectations and new developments by our competitors.
Added
We use internally developed and third-party artificial intelligence and machine learning technology systems to operate our retail business more efficiently and to enhance the experiences of our customers and team members.
Added
Our integrated use of these technology systems is intended to support more personalized customer experiences and improve forecasting, sourcing, inventory planning, labor planning, and fulfillment for seasonal and weather-sensitive demand. We are investing, and expect to continue to invest, in expanding our artificial intelligence capabilities and to consider the adoption of other emerging technologies.
Added
There can be no assurance, however, that our development or use of these technologies will achieve their intended benefits, operate as expected, be cost-effective, or not result in unintended consequences.
Added
Further, the rapidly evolving legal and regulatory environment relating to artificial intelligence and privacy could impact our implementation of these and other emerging technologies and increase compliance costs and the risk of non-compliance.
Added
Flaws, breaches, or malfunctions in these systems could lead to operational disruptions, data loss, erroneous decision-making, regulatory scrutiny, reputational harm, or legal liability that could adversely affect our business, reputation, and financial condition.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

1 edited+0 added−0 removed14 unchanged
Biggest changeThe Company’s Vice President, Information Security and Privacy, briefs the Audit Committee quarterly, and more often, if necessary, on active and emerging cybersecurity threats and efforts to strengthen the Company’s defenses against these threats.
Biggest changeThe Company’s Vice President, Information Security and Privacy, briefs the Audit Committee quarterly, and more often, if necessary, on active and emerging cybersecurity threats and efforts to strengthen the Company’s defenses against these threats. The Audit Committee reports regularly on cybersecurity matters to the Board.

Item 2. Properties

Properties — owned and leased real estate

2 edited+2 added−1 removed2 unchanged
Biggest changeThe following is a count of store locations by state: State Number of Stores State Number of Stores Texas 261 New Jersey 31 North Carolina 122 Washington 30 Georgia 116 West Virginia 30 Florida 115 Nebraska 27 Pennsylvania 114 Maryland 26 Michigan 109 Massachusetts 25 Ohio 105 New Hampshire 25 Tennessee 105 Colorado 24 New York 98 Maine 23 California 90 Iowa 22 Alabama 78 Connecticut 21 Virginia 77 Minnesota 19 Kentucky 75 Utah 16 Missouri 74 North Dakota 14 Indiana 67 Oregon 13 South Carolina 65 Idaho 12 Louisiana 63 Vermont 10 Oklahoma 62 South Dakota 9 Mississippi 60 Wyoming 9 Arkansas 47 Montana 8 Kansas 44 Nevada 8 Arizona 40 Delaware 7 Illinois 34 Rhode Island 4 Wisconsin 34 Hawaii 2 New Mexico 32 2,502 25 Table of Contents The following is a list of distribution locations including the approximate square footage and if the location is leased or owned at December 28, 2024: Distribution Facility Location Approximate Square Footage Owned/Leased Facility Maumelle, Arkansas 1,150,000 Owned Frankfort, New York 924,000 Owned Navarre, Ohio 898,000 Owned Franklin, Kentucky 833,000 Owned Pendleton, Indiana 764,000 Owned Macon, Georgia 684,000 Owned Waco, Texas 666,000 Owned Casa Grande, Arizona 650,000 Owned Hagerstown, Maryland 623,000 Owned Waverly, Nebraska 592,000 Owned The Company’s Store Support Center occupies approximately 260,000 square feet of owned building space in Brentwood, Tennessee, and the Company’s Merchandising Innovation Center occupies approximately 32,000 square feet of leased building space in Nashville, Tennessee.
Biggest changeThe following is a count of store locations by state: State Number of Stores State Number of Stores Texas 269 New Mexico 33 North Carolina 130 Washington 31 Georgia 125 West Virginia 31 Florida 118 Colorado 28 Pennsylvania 117 Maryland 27 Michigan 113 Massachusetts 27 Ohio 108 Nebraska 27 Tennessee 108 New Hampshire 25 New York 100 Maine 23 California 98 Connecticut 22 Alabama 82 Iowa 22 Virginia 80 Minnesota 20 Missouri 75 Utah 18 Kentucky 74 Idaho 15 Louisiana 69 Oregon 15 South Carolina 69 North Dakota 14 Indiana 67 Montana 11 Oklahoma 63 Vermont 10 Mississippi 61 Wyoming 10 Arkansas 48 Nevada 9 Kansas 44 South Dakota 9 Arizona 41 Delaware 7 Illinois 35 Rhode Island 4 Wisconsin 35 Hawaii 2 New Jersey 33 2,602 25 Table of Contents The following is a list of distribution facility locations and approximate square footage.
Item 2. Properties As of December 28, 2024, the Company operated 2,502 stores in 49 states (2,296 Tractor Supply retail stores and 206 Petsense by Tractor Supply retail stores.) The Company leases approximately 96% of its stores.
Item 2. Properties As of December 27, 2025, the Company operated 2,602 stores in 49 states (2,395 Tractor Supply retail stores and 207 Petsense by Tractor Supply retail stores.) The Company leases approximately 97% of its stores.
Removed
On May 14, 2024, the Company opened its tenth distribution center located in Maumelle, Arkansas, which expanded the distribution center capacity by approximately 1.2 million square feet. The Company also uses third-party operated import centers, mixing centers and pop-up distribution facilities which provide additional distribution capacity.
Added
All locations are owned as of December 27, 2025: Distribution Facility Location Approximate Square Footage Maumelle, Arkansas 1,150,000 Frankfort, New York 924,000 Navarre, Ohio 898,000 Franklin, Kentucky 833,000 Pendleton, Indiana 764,000 Macon, Georgia 684,000 Waco, Texas 666,000 Casa Grande, Arizona 650,000 Hagerstown, Maryland 623,000 Waverly, Nebraska 592,000 The Company’s Store Support Center occupies approximately 260,000 square feet of owned building space in Brentwood, Tennessee, and the Company’s Merchandising Innovation Center occupies approximately 32,000 square feet of leased building space in Nashville, Tennessee.
Added
In addition, the Company is building a new distribution center in Nampa, Idaho and anticipates that the new facility will begin operations in the fourth quarter of 2026. The Company also uses third-party operated import centers, mixing centers, bulk centers, and other distribution facilities which provide additional distribution capacity.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

14 edited+0 added−1 removed4 unchanged
Biggest changeStock purchase activity during fiscal 2024 is set forth in the table below: Period Total Number of Shares Purchased (c) Average Price Paid Per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (c) Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (b) First Quarter (a) 2,954,287 $ 47.16 2,480,900 $ 930,707,104 Second Quarter (a) 2,567,950 $ 54.50 2,554,445 $ 791,484,363 Third Quarter (a) 2,821,070 $ 53.41 2,804,020 $ 641,682,459 Fourth Quarter: (a) 9/20/2024 - 10/26/2024 625,850 $ 58.92 625,850 $ 604,807,261 10/27/2024 - 11/23/2024 955,783 $ 55.37 950,000 $ 552,205,803 11/24/2024 - 12/28/2024 1,160,225 $ 55.93 1,160,215 $ 487,326,245 2,741,858 $ 56.42 2,736,065 $ 487,326,245 As of and for the year ended December 28, 2024 11,085,165 $ 52.74 10,575,430 $ 487,326,245 (a) The total number of shares purchased and average price paid per share include shares withheld from vested stock awards to satisfy employees’ minimum statutory tax withholding requirements of 473,387 during the first quarter, 13,505 during the second quarter, 17,050 during the third quarter, and 5,793 during the fourth quarter.
Biggest changeStock purchase activity during fiscal 2025 is set forth in the table below: 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) First Quarter (a) 1,987,824 $ 54.29 1,727,207 $ 1,393,397,825 Second Quarter (a) 1,457,093 $ 51.10 1,446,917 $ 1,319,474,084 Third Quarter (a) 1,291,103 $ 59.31 1,270,392 $ 1,244,131,945 Fourth Quarter: (a) September 28, 2025 - October 25, 2025 700,000 $ 55.40 700,000 $ 1,205,362,627 October 26, 2025 - November 22, 2025 683,747 $ 54.36 680,367 $ 1,168,383,697 November 23, 2025 - December 27, 2025 792,085 $ 52.80 792,085 $ 1,126,572,889 2,175,832 $ 54.13 2,172,452 $ 1,126,572,889 As of and for the year ended December 27, 2025 6,911,852 $ 54.50 6,616,968 $ 1,126,572,889 (a) The total number of shares purchased and average price paid per share include shares withheld from vested stock awards to satisfy employees’ minimum statutory tax withholding requirements of 260,617 during the first quarter, 10,176 during the second quarter, 20,711 during the third quarter, and 3,380 during the fourth quarter.
All share and per-share information in this Annual Report on Form 10-K has been retroactively restated to reflect the Stock Split. As of January 31, 2025, the number of record holders of our common stock was 814 (excluding individual participants in nominee security position listings).
All share and per-share information in this Annual Report on Form 10-K has been retroactively restated to reflect the Stock Split. As of January 24, 2026, the number of record holders of our common stock was 837 (excluding individual participants in nominee security position listings).
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 amount 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 which the Company’s Board of Directors deem relevant. 27 Table of Contents Issuer Purchases of Equity Securities The Company’s Board of Directors has authorized common stock repurchases under a share repurchase program which was announced in February 2007.
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 amount 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 which the Company’s Board of Directors deem relevant. 27 Table of Contents Issuer Purchases of Equity Securities 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.
These payments reflect an increase in the quarterly dividend to $0.22 in all four quarters of fiscal 2024 from $0.21 per share in all four quarters of fiscal 2023. On February 12, 2025, the Company’s Board of Directors declared a quarterly cash dividend of $0.23 per share of the Company’s outstanding common stock.
These payments reflect an increase in the quarterly dividend to $0.23 in all four quarters of fiscal 2025 from $0.22 per share in all four quarters of fiscal 2024. On February 10, 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 comparison assumes that $100 was invested on December 28, 2019, in our common stock and in each of the foregoing indices and in each case assumes reinvestment of dividends.
The comparison assumes that $100 was invested on December 26, 2020, in our common stock and in each of the foregoing indices and in each case assumes reinvestment of dividends.
The authorization amount of the program, which has been increased from time to time, is currently authorized for up to $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 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 following graph compares the cumulative total stockholder return on our common stock from December 28, 2019 to December 28, 2024 (the Company’s fiscal year-ends), with the cumulative total returns of the S&P 500 Index and the S&P Retail Index over the same period.
The following graph compares the cumulative total stockholder return on our common stock from December 26, 2020 to December 27, 2025 (the Company’s fiscal year-ends), with the cumulative total returns of the S&P 500 Index and the S&P Retail Index over the same period.
As of December 28, 2024, the Company had remaining authorization under the share repurchase program of $487.3 million, exclusive of any fees, commissions or other expenses. Additionally, the Company withholds shares from vested restricted stock units and performance-based restricted share units to satisfy employees’ minimum statutory tax withholding requirements.
As of December 27, 2025, the Company had remaining authorization under the share repurchase program of $1.13 billion, exclusive of any fees, commissions or other expenses. Additionally, the Company withholds shares from vested restricted stock units and performance-based restricted share units to satisfy employees’ minimum statutory tax withholding requirements.
We expect to implement the balance of the 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.
(b) Excludes excise taxes incurred on share repurchases. We expect to implement the balance of the 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.
Dividends We paid cash dividends totaling $472.5 million and $449.6 million in fiscal 2024 and 2023, respectively. In fiscal 2024, we declared and paid cash dividends to stockholders of $0.88 per common share outstanding as compared to $0.82 per common share outstanding in fiscal 2023.
Dividends We paid cash dividends totaling $487.7 million and $472.5 million in fiscal 2025 and 2024, respectively. In fiscal 2025, we declared and paid cash dividends to stockholders of $0.92 per common share outstanding as compared to $0.88 per common share outstanding in fiscal 2024.
Any additional stock repurchase programs will be subject to the discretion of our Board of Directors and will depend upon earnings, financial condition, and capital needs of the Company, along with any other factors which the Board of Directors deem relevant. The program may be limited, temporarily paused, or terminated at any time, without prior notice.
Any additional stock repurchase programs will be subject to the discretion of our Board of Directors and will depend upon earnings, financial condition, and capital needs of the Company, along with any other factors which the Board of Directors deem relevant.
The dividend will be paid on March 11, 2025, to stockholders of record as of the close of business on February 26, 2025.
The dividend will be paid on March 10, 2026, to stockholders of record as of the close of business on February 24, 2026.
On February 12, 2025 the Company’s Board of Directors authorized a $1.00 billion increase to the existing share repurchase program, bringing the total amount authorized to date under the program to $7.50 billion. 28 Table of Contents STOCK PERFORMANCE GRAPH This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Tractor Supply Company under the Securities Act of 1933, as amended, or the Exchange Act.
The program may be limited, temporarily paused, or terminated at any time, without prior notice. 28 Table of Contents STOCK PERFORMANCE GRAPH This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Tractor Supply Company under the Securities Act of 1933, as amended, or the Exchange Act.
The historical stock price performance shown on this graph is not indicative of future performance. 12/28/2019 12/26/2020 12/25/2021 12/31/2022 12/30/2023 12/28/2024 Tractor Supply Company $ 100.00 $ 161.13 $ 253.13 $ 254.07 $ 247.59 $ 319.33 S&P 500 $ 100.00 $ 116.40 $ 150.67 $ 124.46 $ 157.17 $ 199.46 S&P Retail Index $ 100.00 $ 143.31 $ 172.89 $ 114.02 $ 162.36 $ 219.96
The historical stock price performance shown on this graph is not indicative of future performance. 12/26/2020 12/25/2021 12/31/2022 12/30/2023 12/28/2024 12/27/2025 Tractor Supply Company $ 100.00 $ 157.10 $ 157.69 $ 153.66 $ 198.19 $ 189.82 S&P 500 $ 100.00 $ 129.44 $ 106.92 $ 135.03 $ 171.36 $ 201.43 S&P Retail Index $ 100.00 $ 120.64 $ 79.56 $ 113.30 $ 153.49 $ 159.33
Removed
(b) Excludes excise taxes incurred on share repurchases. (c) The Total Number of Shares Purchased, Average Price Paid Per Share, and Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs as shown in the table above are adjusted to reflect the five-for-one Stock Split effective December 20, 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

61 edited+9 added−15 removed33 unchanged
Biggest changeDebt The following table summarizes the Company’s outstanding debt as of the dates indicated (in millions): December 28, 2024 December 30, 2023 5.25% Senior Notes $ 750.0 $ 750.0 1.75% Senior Notes 650.0 650.0 3.70% Senior Notes 150.0 150.0 Senior Credit Facility: Revolving Credit Facility 300.00 200.00 Total outstanding borrowings 1,850.0 1,750.0 Less: unamortized debt discounts and issuance costs (18.0) (21.0) Total debt 1,832.0 1,729.0 Less: current portion of long-term debt — — Long-term debt $ 1,832.0 $ 1,729.0 Outstanding letters of credit $ 74.1 $ 58.3 We manage our business and financial ratios to target an investment-grade bond rating, which has historically allowed flexible access to financing at reasonable market costs.
Biggest changeWe 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. 35 Table of Contents Debt The following table summarizes the Company’s outstanding debt as of the dates indicated (in millions): December 27, 2025 December 28, 2024 5.25% Senior Notes $ 750.0 $ 750.0 1.75% Senior Notes 650.0 650.0 3.70% Senior Notes 150.0 150.0 Senior Credit Facility: Revolving Credit Facility 230.00 300.00 Total outstanding borrowings 1,780.0 1,850.0 Less: unamortized debt discounts and issuance costs (15.0) (18.0) Total debt 1,765.0 1,832.0 Less: current portion of long-term debt — — Long-term debt $ 1,765.0 $ 1,832.0 Outstanding letters of credit $ 78.6 $ 74.1 We manage our business and financial ratios to target an investment-grade credit rating, which has historically allowed flexible access to financing at reasonable market costs.
Our stores are located primarily in towns outlying major metropolitan markets and in rural communities. We also operate websites under the names TractorSupply.com and Petsense.com , as well as a Tractor Supply Company mobile application.
Our stores are located primarily in towns outlying major metropolitan markets and in rural communities. We also operate websites under the names TractorSupply.com, Petsense.com , and Allivet.com as well as a Tractor Supply Company mobile application.
A 10% change in our shrinkage reserve as of December 28, 2024, would have affected net income by approximately $4.7 million in fiscal 2024. Self-Insurance Reserves: We self-insure a significant portion of our workers’ compensation insurance and general liability (including product liability) insurance plans. We have stop-loss insurance policies to protect from individual losses over specified dollar values.
A 10% change in our shrinkage reserve as of December 27, 2025 would have affected net income by approximately $4.7 million in fiscal 2025. Self-Insurance Reserves: We self-insure a significant portion of our workers’ compensation insurance and general liability (including product liability) insurance plans. We have stop-loss insurance policies to protect from individual losses over specified dollar values.
Given the size of the communities that we target, we believe that there is ample opportunity for new store growth in many existing and new markets. We have developed a proven method for selecting store 30 Table of Contents sites, and we believe we have significant additional opportunities for new Tractor Supply stores.
Given the size of the communities that we target, we believe that there is ample opportunity for new store growth in many existing and new markets. We have developed a proven method for selecting store sites, and we believe we have significant additional opportunities for new Tractor Supply stores.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis is intended to provide the reader with information that will assist in understanding the significant factors affecting our consolidated operating results, financial condition, liquidity, and capital resources during the two-year period ended December 28, 2024 (our fiscal years 2024 and 2023).
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis is intended to provide the reader with information that will assist in understanding the significant factors affecting our consolidated operating results, financial condition, liquidity, and capital resources during the two-year period ended December 27, 2025 (our fiscal years 2025 and 2024).
Our impairment loss calculation contains uncertainties because they require management to make assumptions and to apply judgment to qualitative factors as well as estimate future cash flows and asset fair values, including forecasting projected financial information and selecting the discount rate that reflects the risk inherent in future cash flows.
Our impairment loss calculations contain uncertainties because they require management to make assumptions and to apply judgment to qualitative factors as well as estimate future cash flows and asset fair values, including forecasting projected financial information and selecting the discount rate that reflects the risk inherent in future cash flows.
There were no goodwill or other indefinite-lived intangible assets impairment charges recognized in fiscal 2024. 33 Table of Contents 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.
There were no goodwill or other indefinite-lived intangible assets impairment charges recognized in fiscal 2025. 33 Table of Contents Results of Operations The following table sets forth, for the periods indicated, certain items in the Consolidated Statements of Income expressed as a percent of net sales.
The Company is focused on supplying the needs of recreational farmers, ranchers, and all those who enjoy living the rural lifestyle (which we refer to as the “ Out Here ” lifestyle). As of December 28, 2024, we operated 2,502 retail stores in 49 states under the names Tractor Supply Company and Petsense by Tractor Supply.
The Company is focused on supplying the needs of recreational farmers, ranchers, and all those who enjoy living the rural lifestyle (which we refer to as the “ Out Here ” lifestyle). As of December 27, 2025, we operated 2,602 retail stores in 49 states under the names Tractor Supply Company and Petsense by Tractor Supply.
For a comparison of our results of operations for fiscal year December 30, 2023 and December 31, 2022, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 30, 2023, filed with the SEC on February 23, 2024.
For a comparison of our results of operations for fiscal year December 28, 2024 and December 30, 2023, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 28, 2024, filed with the SEC on February 20, 2025.
These payments reflect an increase in the quarterly dividend in all four quarters of fiscal 2024 to $0.22 per share from $0.21 per share in all four quarters of fiscal 2023. On February 12, 2025, the Company’s Board of Directors declared a quarterly cash dividend of $0.23 per share of the Company’s outstanding common stock.
These payments reflect an increase in the quarterly dividend in all four quarters of fiscal 2025 to $0.23 per share from $0.22 per share in all four quarters of fiscal 2024. On February 10, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.24 per share of the Company’s outstanding common stock.
Fiscal Year 2024 2023 Net sales 100.00 % 100.00 % Cost of merchandise sold (a) 63.74 64.08 Gross margin (a) 36.26 35.92 Selling, general and administrative expenses (a) 23.39 23.06 Depreciation and amortization 3.00 2.70 Operating income 9.86 10.16 Interest expense, net 0.37 0.32 Income before income taxes 9.49 9.84 Income tax expense 2.09 2.23 Net income 7.40 % 7.61 % (a) Our gross margin amounts may not be comparable to those of other retailers since some retailers include all of the costs related to their distribution facility network in cost of merchandise sold and others (like our Company) exclude a portion of these distribution facility network costs from gross margin and instead include them in Selling, general, and administrative expenses; refer to Note 1 – Significant Accounting Policies of the Notes to the Consolidated Financial Statements, included in Item 8 Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.
Fiscal Year 2025 2024 Net sales 100.00 % 100.00 % Cost of merchandise sold (a) 63.58 63.74 Gross margin (a) 36.42 36.26 Selling, general and administrative expenses (a) 23.79 23.39 Depreciation and amortization 3.18 3.00 Operating income 9.45 9.86 Interest expense, net 0.45 0.37 Income before income taxes 9.01 9.49 Income tax expense 1.95 2.09 Net income 7.06 % 7.40 % (a) Our gross margin amounts may not be comparable to those of other retailers since some retailers include all of the costs related to their distribution facility network in cost of merchandise sold and others (like our Company) exclude a portion of these distribution facility network costs from gross margin and instead include them in Selling, general, and administrative expenses; refer to Note 1 – Significant Accounting Policies of the Notes to the Consolidated Financial Statements, included in Item 8 Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.
However, if we experience a significant increase in the number of claims or the cost associated with these claims, we may be exposed to losses that could be material. A 10% change in our self-insurance reserves as of December 28, 2024, would have affected net income by approximately $11.4 million in fiscal 2024.
However, if we experience a significant increase in the number of claims or the cost associated with these claims, we may be exposed to losses that could be material. A 10% change in our self-insurance reserves as of December 27, 2025 would have affected net income by approximately $12.0 million in fiscal 2025.
As of December 28, 2024, and the date of this filing, February 20, 2025, the Company's senior unsecured debt is rated “Baa1,” by Moody’s Investor Services with a stable outlook and “BBB” by Standard & Poor’s with a stable outlook.
As of December 27, 2025, and the date of this filing, February 19, 2026, the Company's senior unsecured debt is rated “Baa1,” by Moody’s Investor Services with a stable outlook and “BBB” by Standard & Poor’s with a stable outlook.
The s hare 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.
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.
We ended fiscal 2024 with $251.5 million in cash and cash equivalents and outstanding long-term debt of $1.83 billion, after returning $1.03 billion to our stockholders through stock repurchases and quarterly cash dividends.
We ended fiscal 2025 with $194.1 million in cash and cash equivalents and outstanding long-term debt of $1.77 billion, after returning $848.5 million to our stockholders through stock repurchases and quarterly cash dividends.
The impairment loss calculation compares the carrying value of the related 32 Table of Contents asset or asset group to its estimated fair value, which may be based on an estimated future cash flow model, market valuation, or other valuation technique, as appropriate.
If the estimated future cash flows are less than the carrying value of the related asset, we calculate an impairment loss. The impairment loss calculation compares the carrying value of the related asset or asset group to its estimated fair value, which may be based on an estimated future cash flow model, market valuation, or other valuation technique, as appropriate.
Cash Dividends Paid to Stockholders We paid cash dividends totaling $472.5 million and $449.6 million in fiscal 2024 and 2023, respectively. In fiscal 2024, we declared and paid cash dividends to stockholders of $0.88 per common share outstanding as compared to $0.82 per common share outstanding in fiscal 2023.
Cash Dividends Paid to Stockholders We paid cash dividends totaling $487.7 million and $472.5 million in fiscal 2025 and 2024, respectively. In fiscal 2025, we declared and paid cash dividends to stockholders of $0.92 per common share outstanding as compared to $0.88 per common share outstanding in fiscal 2024.
Impairment of Goodwill and Other Indefinite-Lived Intangible Assets: Goodwill and other indefinite-lived intangible assets are evaluated for impairment annually, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
There were no significant long-lived assets impairment charges recognized in fiscal 2025. Impairment of Goodwill and Other Indefinite-Lived Intangible Assets: Goodwill and other indefinite-lived intangible assets are evaluated for impairment annually, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
All share and per-share information in this Annual Report on Form 10-K has been retroactively restated to reflect the Stock Split. Executive Summary In fiscal 2024, we opened 80 new Tractor Supply stores in 34 states and 11 new Petsense by Tractor Supply stores in seven states.
All share and per-share information in this Annual Report on Form 10-K has been retroactively restated to reflect the Stock Split. Executive Summary In fiscal 2025, we opened 99 new Tractor Supply stores in 36 states and five new Petsense by Tractor Supply stores in four states and closed four Petsense by Tractor Supply stores.
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. 35 Table of Contents 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.
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.
Operating income decreased 30 basis points to 9.9% of net sales in fiscal 2024 from 10.2% of net sales in fiscal 2023. For fiscal 2024, net income was $1.10 billion, or $2.04 per diluted share, compared to $1.11 billion, or $2.02 per diluted share, in fiscal 2023.
Operating margin decreased 41 basis points to 9.5% of net sales in fiscal 2025 from 9.9% of net sales in fiscal 2024. For fiscal 2025, net income was $1.10 billion, or $2.06 per diluted share, compared to $1.10 billion, or $2.04 per diluted share, in fiscal 2024.
The dividend will be paid on March 11, 2025, to stockholders of record as of the close of business on February 26, 2025.
The dividend will be paid on March 10, 2026, to stockholders of record as of the close of business on February 24, 2026.
Sales from stores opened less than one year and stores from the Orscheln acquisition were $652.8 million in fiscal 2023, which represented 4.1 percentage points of the 2.5% increase over fiscal 2022 net sales.
Sales from stores opened less than one year were $426.2 million in fiscal 2024, which represented 2.1 percentage points of the 2.2% increase over fiscal 2023 net sales.
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 amount 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 which the Company’s Board of Directors deem relevant.
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 amount 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 which the Company’s Board of Directors deem relevant. 38 Table of Contents New Accounting Pronouncements Refer to Note 1 to the Consolidated Financial Statements for recently adopted accounting pronouncements and recently issued pronouncements not yet adopted as of December 27, 2025.
We have not made any material changes in the accounting methodology used to recognize inventory impairment reserves or shrinkage in the financial periods presented. We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to calculate impairment or shrinkage.
We have not made any material changes in our impairment loss assessment methodology in the financial periods presented. We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions we use to calculate long-lived asset impairment losses.
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 will be considered a comparable store one year after its point-of-sale system conversion.
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 will be considered comparable store sales one year after the transaction close date of December 30, 2024.
Net income in fiscal 2024 was $1.10 billion, or $2.04 per diluted share, compared to $1.11 billion, or $2.02 per diluted share, in fiscal 2023. During fiscal 2024, we repurchased approximately 10.6 million shares of the Company’s common stock at a total cost of $566.4 million, including the 1% excise tax, as part of our share repurchase program.
During fiscal 2025, we repurchased approximately 6.6 million shares of the Company’s common stock at a total cost of $361.0 million, including the 1% excise tax, as part of our share repurchase program. In fiscal 2024, we repurchased approximately 10.6 million shares at a total cost of $566.4 million.
The following table summarizes our store growth during fiscal 2024 and 2023: Fiscal Year Store Count Information: 2024 2023 Tractor Supply Beginning of period 2,216 2,147 New stores opened 80 70 Stores closed — (1) End of period 2,296 2,216 Petsense by Tractor Supply Beginning of period 198 186 New stores opened 11 13 Stores closed (3) (1) End of period 206 198 Consolidated end of period 2,502 2,414 Stores relocated 5 8 34 Table of Contents The following table indicates the percentage of net sales represented by each of our major product categories during fiscal 2024 and 2023: Percent of Net Sales Fiscal Year Product Category: 2024 2023 Livestock, Equine, & Agriculture 26 % 27 % Companion Animal 25 25 Seasonal & Recreation 23 22 Truck, Tool, & Hardware 16 16 Clothing, Gift, & Décor 10 10 Total 100 % 100 % Gross profit increased 3.2% to $5.40 billion in fiscal 2024 compared to $5.23 billion in fiscal 2023.
The following table summarizes our store growth during fiscal 2025 and 2024: Fiscal Year Store Count Information: 2025 2024 Tractor Supply Beginning of period 2,296 2,216 New stores opened 99 80 Stores closed — — End of period 2,395 2,296 Petsense by Tractor Supply Beginning of period 206 198 New stores opened 5 11 Stores closed (4) (3) End of period 207 206 Consolidated end of period 2,602 2,502 Stores relocated 7 5 34 Table of Contents The following table indicates the percent of net sales represented by each of our major product categories during fiscal 2025 and 2024: Percent of Net Sales Fiscal Year Product Category: 2025 2024 Livestock, Equine & Agriculture 27 % 26 % Companion Animal 24 24 Seasonal & Recreation 24 24 Truck, Tool & Hardware 15 16 Clothing, Gift & Décor 10 10 Total 100 % 100 % Note: Net sales by major product categories for prior periods have been reclassified to conform to the current year presentation.
Investing Activities Investing activities used cash of $643.9 million and $653.1 million in fiscal 2024 and 2023, respectively.
Investing Activities Investing activities used net cash of $778.6 million and $643.9 million in fiscal 2025 and 2024, respectively.
The $436.1 million increase in net cash used in financing activities in fiscal 2024, compared to fiscal 2023, was due to changes in the following (in millions): Fiscal Year 2024 2023 Variance (52 weeks) (52 weeks) Net borrowings and repayments under debt facilities $ 100.0 $ 572.0 $ (472.0) Repurchase of common stock (560.6) (594.4) 33.8 Net proceeds from issuance of common stock 39.4 24.4 15.0 Cash dividends paid to stockholders (472.5) (449.6) (22.9) Other, net (28.8) (38.8) 10.0 Net cash used in financing activities $ (922.5) $ (486.4) $ (436.1) The increase in net cash used in financing activities in fiscal 2024 compared to fiscal 2023 is primarily due to the decrease in net borrowings under the debt facilities and an increase in cash dividends paid to shareholders, partially offset by a decrease in the repurchase of common stock.
The $8.4 million decrease in net cash used in financing activities in fiscal 2025 compared to fiscal 2024 was due to changes in the following (in millions): Fiscal Year 2025 2024 Variance (52 weeks) (52 weeks) Net borrowings and repayments under debt facilities $ (70.0) $ 100.0 $ (170.0) Repurchase of common stock (361.3) (560.6) 199.3 Cash dividends paid to stockholders (487.7) (472.5) (15.2) Net proceeds from issuance of common stock 23.6 39.4 (15.8) Other, net (18.7) (28.8) 10.1 Net cash used in financing activities $ (914.1) $ (922.5) $ 8.4 The $8.4 million decrease in net cash used in financing activities is primarily due to a decrease in the repurchase of common stock, partially offset by repayments under the Company’s Revolving Credit Facility in the current period compared to incremental borrowings under the Company’s Revolving Credit Facility in the prior period.
Over the past five years, we have experienced considerable growth in stores, growing from 2,024 stores (1,844 Tractor Supply retail stores and 180 Petsense by Tractor Supply retail stores) at the end of fiscal 2019 to 2,502 stores (2,296 Tractor Supply retail stores and 206 Petsense by Tractor Supply retail stores) at the end of fiscal 2024, and in net sales, with a compounded annual growth rate of approximately 12.2%.
Over the past five years, we have experienced considerable growth in stores, growing from 2,105 stores (1,923 Tractor Supply retail stores and 182 Petsense by Tractor Supply retail stores) at the end of fiscal 2020 to 2,602 stores (2,395 Tractor Supply 30 Table of Contents retail stores and 207 Petsense by Tractor Supply retail stores) at the end of fiscal 2025, and in net sales, with a compounded annual growth rate of approximately 7.9%.
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.
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 December 27, 2025, the Company had remaining authorization under the share repurchase program of $1.13 billion, exclusive of any fees, commissions or other expenses.
The $9.2 million decrease in net cash used in investing activities, including capital expenditures, in fiscal 2024 compared to fiscal 2023 was due to changes in the following (in millions): Fiscal Year 2024 2023 Variance (52 weeks) (52 weeks) Existing stores $ (284.0) $ (156.2) $ (127.8) New and relocated stores and stores not yet opened (241.2) (130.6) (110.6) Information technology (153.5) (134.6) (18.9) Distribution center capacity and improvements (95.8) (330.0) 234.2 Corporate and other (9.5) (2.5) (7.0) Total capital expenditures (784.0) (753.9) (30.1) Proceeds from sale of property and equipment 140.1 86.5 53.6 Proceeds from sale of business assets — 14.3 $ (14.3) Net cash used in investing activities $ (643.9) $ (653.1) $ 9.2 Capital expenditures for distribution center capacity and improvements in fiscal 2024 and fiscal 2023 are primarily related to the construction of Maumelle, Arkansas.
The $134.7 million increase in net cash used in investing activities in fiscal 2025 compared to fiscal 2024 was due to changes in the following (in millions): Fiscal Year 2025 2024 (52 weeks) (52 weeks) Variance New stores, relocated stores and stores not yet opened $ (376.0) $ (241.2) $ (134.8) Existing stores (223.9) (284.0) 60.1 Information technology (158.1) (153.5) (4.6) Distribution center capacity and improvements (127.8) (95.8) (32.0) Corporate and other (9.0) (9.5) 0.5 Total capital expenditures $ (894.8) $ (784.0) $ (110.8) Proceeds from sale of property and equipment 256.1 140.1 116.0 Acquisition of Allivet, net of cash acquired (139.9) — (139.9) Net cash used in investing activities $ (778.6) $ (643.9) $ (134.7) Note: Amounts may not sum to totals due to rounding.
The $86.8 million increase in net cash provided by operating activities in fiscal 2024 compared to fiscal 2023 was due to changes in the following (in millions): Fiscal Year 2024 2023 Variance (52 weeks) (52 weeks) Net income $ 1,101.2 $ 1,107.2 $ (6.0) Depreciation and amortization 447.2 393.0 54.2 (Gain)/loss on disposition of property and equipment (62.5) (48.0) (14.5) Share-based compensation expense 48.4 57.0 (8.6) Deferred income taxes (22.6) 6.2 (28.8) Inventories and accounts payable (137.9) (178.0) 40.1 Prepaid expenses and other current assets 11.5 22.4 (10.9) Accrued expenses 30.3 (44.6) 74.9 Income taxes (19.2) (11.9) (7.3) Other, net 24.4 30.7 (6.3) Net cash provided by operating activities $ 1,420.8 $ 1,334.0 $ 86.8 The $86.8 million increase in net cash provided by operating activities is primarily driven by both increased accounts payable and timing of accruals and related payments.
The $214.5 million increase in net cash provided by operating activities in fiscal 2025 compared to fiscal 2024 was due to changes in the following (in millions): Fiscal Year 2025 2024 Variance (52 weeks) (52 weeks) Net income $ 1,096.1 $ 1,101.2 $ (5.1) Depreciation and amortization 494.0 447.2 46.8 Gain on disposition of property and equipment (93.1) (62.5) (30.6) Share-based compensation expense 57.1 48.4 8.7 Deferred income taxes 61.3 (22.6) 83.9 Inventories and accounts payable (82.3) (137.9) 55.6 Prepaid expenses and other current assets (1.3) 11.5 (12.8) Accrued expenses 38.8 30.3 8.5 Income taxes (5.9) (19.2) 13.3 Other, net 70.6 24.4 46.2 Net cash provided by operating activities $ 1,635.3 $ 1,420.8 $ 214.5 Note: Amounts may not sum to totals due to rounding. 36 Table of Contents The $214.5 million increase in net cash provided by operating activities is driven by both the increase in deferred income taxes, primarily attributable to the impact of the One Big Beautiful Bill Act (the “OBBBA”), and the effective management of our inventory and accounts payable.
The reserve is established by assessing the chain-wide average shrinkage experience rate, applied to the related periods’ sales volumes. Such assessments are updated on a regular basis for the most recent individual store experiences. Our general policy is to perform physical inventories at least once a year for each store that has been open more than twelve months.
Merchandise Inventory: We have established a reserve for estimating inventory shrinkage between physical inventory counts. The reserve is established by assessing the chain-wide average shrinkage experience rate, applied to the related periods’ sales volumes. Such assessments are updated on a regular basis for the most recent individual store experiences.
The comparable store average transaction value decreased 0.6% and comparable store average transaction count increased 0.8% for fiscal 2024, as compared to an increase of 0.4% and decrease of 0.4% in fiscal 2023, respectively. Comparable store sales performance reflects merchandise category performance within a relatively tight band, with strength in Seasonal categories and big ticket merchandise.
The comparable store average transaction value decreased 0.2% and comparable store average transaction count increased 1.4% for fiscal 2025, as compared to a decrease of 0.6% and increase of 0.8% in fiscal 2024, respectively.
We recognize an impairment loss if the amount of the asset’s carrying value exceeds the asset’s estimated fair value. If we recognize an impairment loss, the adjusted carrying amount of the asset becomes its new cost basis. For a depreciable long-lived asset, the new cost basis will be depreciated (amortized) over the remaining estimated useful life of that asset.
We recognize an impairment loss if the amount of the asset’s carrying value exceeds the asset’s estimated fair value. If we recognize an impairment loss, the adjusted carrying amount of the asset becomes 32 Table of Contents its new cost basis.
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. Our 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.
The preparation of these financial statements requires management to make informed estimates and judgments that affect the reported amounts of assets, liabilities, revenues 31 Table of Contents and expenses, and related disclosure of contingent assets and liabilities.
In the event estimates or assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information. Our significant accounting policies are disclosed in Note 1 to the Consolidated Financial Statements.
Our 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.
However, if actual results are not consistent with our estimates and assumptions used in estimating future cash flows and asset fair values, we may be exposed to losses that could be material. There were no significant long-lived assets impairment charges recognized in fiscal 2024.
None of these estimates and assumptions are significantly sensitive, and a 10% change in any of these estimates would not have a material impact on our analysis. However, if actual results are not consistent with our estimates and assumptions used in estimating future cash flows and asset fair values, we may be exposed to losses that could be material.
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.
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.
Repurchase of Common Stock The Company’s Board of Directors has authorized common stock repurchases under a share repurchase program which was announced in February 2007. The authorization amount of the program, which has been increased from time to time, is currently authorized for up to $6.50 billion, exclusive of any fees, commissions or other expenses related to such repurchases .
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 s hare repurchase program does not have an expiration date.
Comparable store sales increased 0.2% in fiscal 2024 compared to a flat growth rate in fiscal 2023. Gross profit increased 3.2% to $5.40 billion in fiscal 2024 from $5.23 billion in fiscal 2023, and gross margin increased 34 basis points to 36.3% of net sales in fiscal 2024 from 35.9% of net sales in fiscal 2023.
Gross profit increased 4.8% to $5.65 billion in fiscal 2025 from $5.40 billion in fiscal 2024, and gross margin increased 16 basis points to 36.4% of net sales in fiscal 2025 from 36.3% of net sales in fiscal 2024.
Fiscal 2024 Compared to Fiscal 2023 Net sales increased 2.2% to $14.88 billion in fiscal 2024 from $14.56 billion in fiscal 2023. Comparable store sales increased 0.2% from the prior year and represented $14.44 billion in sales.
Fiscal 2025 Compared to Fiscal 2024 Net sales increased 4.3% to $15.52 billion in fiscal 2025 from $14.88 billion in fiscal 2024. The increase in net sales was driven by new store openings, the contribution from Allivet, and the 1.2% increase in comparable store sales. Comparable store sales increased 1.2% from the prior year and represented $15.04 billion in sales.
We repurchased approximately 10.6 million and 13.7 million shares of common stock under the share repurchase program and paid cash totaling $560.6 million and $594.4 million in fiscal 2024 and 2023, respectively.
We repurchased approximately 6.6 million and 10.6 million shares of common stock under the share repurchase program and paid cash totaling $361.3 million and $560.6 million in fiscal 2025 and 2024, respectively. Our projected share repurchases for fiscal 2026 are currently estimated to be in a range of approximately $375.0 million to $450.0 million.
In fiscal 2023, we opened 70 new Tractor Supply stores in 28 states and 13 new Petsense by Tractor Supply stores in nine states. This resulted in a selling square footage increase of approximately 2% in fiscal 2024 and 3% in fiscal 2023. Net sales increased 2.2% to $14.88 billion in fiscal 2024 from $14.56 billion in fiscal 2023.
In fiscal 2024, we opened 80 new Tractor Supply stores in 34 states and 11 new Petsense by Tractor Supply stores in seven states and closed three Petsense by Tractor Supply stores. This resulted in a selling square footage increase of approximately 4% in fiscal 2025 and 2% in fiscal 2024.
The following discussion addresses our most critical accounting policies and estimates, which are those that are both important to the portrayal of our financial condition and results of operations and that require significant judgment or use of complex estimates. 31 Table of Contents Merchandise Inventory: We identify potentially excess and slow-moving inventory by evaluating turn rates, historical and expected future sales trends, age of merchandise, overall inventory levels, current cost of inventory, and other benchmarks.
Our significant accounting policies are disclosed in Note 1 to the Consolidated Financial Statements. The following discussion addresses our most critical accounting policies and estimates, which are those that are both important to the portrayal of our financial condition and results of operations and that require significant judgment or use of complex estimates.
The ratings are not a recommendation to buy, sell or hold our securities, may be changed, superseded or withdrawn at any time and should be evaluated independently of any other rating. Our current ratings, as well as future rating agency actions, could impact our ability to finance our operations on satisfactory terms and affect our financing costs.
The ratings are not a recommendation to buy, sell or hold our securities, may be changed, superseded or withdrawn at any time, and should be evaluated independently of any other rating. For additional information about the Company’s debt and credit facilities, refer to Note 5 to the Consolidated Financial Statements.
Our impairment loss calculations contain uncertainties because they require management to make assumptions and to apply judgment to estimate future cash flows and asset fair values. We have not made any material changes in our impairment loss assessment methodology in the financial periods presented.
Our shrinkage reserve contains uncertainties because the calculation requires management to make assumptions and to apply judgment regarding future shrinkage trends, the effect of loss prevention measures, and merchandising strategies. We have not made any material changes in the accounting methodology used to recognize shrinkage in the financial periods presented.
The increase in SG&A as a percentage of net sales was primarily attributable to the Company’s planned growth investments, which included higher depreciation and amortization and the onboarding of a new distribution center, as well as modest deleverage of the Company’s fixed costs given the level of comparable store sales growth.
As a percent of net sales, SG&A expenses increased 57 basis points to 27.0% from 26.4%. The increase in SG&A as a percent of net sales was primarily attributable to planned investments and fixed cost deleverage given the level of comparable store sales growth.
Our projected capital expenditures, net of sale leaseback proceeds, for fiscal 2025 are currently estimated to be in a range of approximately $650.0 million to $725.0 million. The capital expenditures include a plan to open approximately 90 Tractor Supply stores, continuing Project Fusion remodels and side lot garden center transformations, and opening approximately 10 new Petsense by Tractor Supply stores.
Our projected capital expenditures, net of sale-leaseback proceeds, for fiscal 2026 are currently estimated to be in the range of approximately $675.0 million to $725.0 million.
In fiscal 2023, we opened 70 new Tractor Supply stores and 13 new Petsense by Tractor Supply stores and had eight store relocations. 37 Table of Contents Capital expenditures for information technology reflect continued support of our store growth and our Digital initiatives, as well as improvements in security and compliance and other strategic initiatives.
Capital expenditures for information technology represent continued support of our store growth, improvements in mobility in our stores, our digital initiatives, increased security and compliance, and other Company-wide strategic initiatives.
The growth of C.U.E. products was in line with the chain average as positive unit growth was offset by average unit price pressure, principally due to commodity price deflation. Sales from stores opened less than one year were $426.2 million in fiscal 2024, which contributed a net 2.1 percentage points of the 2.2% increase over fiscal 2023 net sales.
Sales from stores opened less than one year, including Allivet sales, were $467.0 million in fiscal 2025, which contributed a net 3.1 percentage points of the 4.3% increase over fiscal 2024 net sales.
We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions we use to calculate long-lived asset impairment losses. None of these estimates and assumptions are significantly sensitive, and a 10% change in any of these estimates would not have a material impact on our analysis.
We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to calculate shrinkage. However, if assumptions regarding inventory loss for certain products are inaccurate, we may be exposed to losses or gains that could be material.
The Maumelle, Arkansas distribution center began operations in the second quarter of fiscal 2024 and expanded our distribution capacity by approximately 1.2 million square feet. The increase in capital expenditures for new stores, relocated stores, and stores not yet opened is primarily attributable to increased capital outlay associated with our owned store development program.
The increase in capital expenditures for distribution center capacity and improvements in fiscal 2025 is primarily driven by the land development and ongoing construction of our newest distribution center in Nampa, Idaho. Spend in fiscal 2024 reflects activities associated with construction of the Maumelle, Arkansas distribution center which opened during the second quarter of fiscal 2024.
Our effective income tax rate decreased to 22.1% for fiscal 2024 compared to 22.7% in fiscal 2023. The primary drivers for the decrease in the Company's effective income tax rate year over year were a decrease in state income taxes and an increase in federal credits, partially offset by a reduction in the benefit from overall annual stock compensation activity.
These factors were partially offset by both a disciplined focus on productivity and ongoing cost control, as well as a modest benefit from the Company’s ongoing sale-leaseback strategy. Our effective income tax rate decreased to 21.6% for fiscal 2025 compared to 22.1% in fiscal 2024.
The estimated store inventory shrink rate is based on historical experience. We believe historical rates are a reasonably accurate reflection of future trends. Our shrinkage reserve contains uncertainties because the calculation requires management to make assumptions and to apply judgment regarding future shrinkage trends, the effect of loss prevention measures and merchandising strategies.
Our general policy is to perform physical inventories at least once a year for each store that has been open more than twelve months. The estimated store inventory shrink rate is based on historical experience. We believe historical rates are a reasonably accurate reflection of future trends.
This was partially offset by unfavorable product mix, primarily from growth in big ticket categories, which have below chain-average margins. Total selling, general and administrative (“SG&A”) expenses, including depreciation and amortization, increased 4.8% to $3.93 billion in fiscal 2024 from $3.75 billion in fiscal 2023.
The gross margin rate increase was primarily attributable to cost management initiatives and the continued execution of an everyday low price strategy, partially offset by higher tariffs and increased delivery-related transportation costs. Total selling, general and administrative (“SG&A”) expenses, including depreciation and amortization, increased 6.6% to $4.19 billion in fiscal 2025 from $3.93 billion in fiscal 2024.
As a percent of net sales, SG&A expenses increased 63 basis points to 26.4% from 25.8%.
Gross profit increased 4.8% to $5.65 billion in fiscal 2025 compared to $5.40 billion in fiscal 2024. As a percent of net sales, gross margin increased 16 basis points to 36.4% for fiscal 2025 compared to 36.3% for fiscal 2024.
Our projected share repurchases for fiscal 2025 are currently estimated to be in a range of approximately $525 million to $600 million. 38 Table of Contents On February 12, 2025 the Company’s Board of Directors authorized a $1.00 billion increase to the existing share repurchase program, bringing the total amount authorized to date under the program to $7.50 billion.
Repurchase of Common Stock 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.
For additional information about the Company’s debt and credit facilities, refer to Note 4 to the Consolidated Financial Statements. 36 Table of Contents Operating Activities Operating activities provided cash of $1.42 billion and $1.33 billion in fiscal 2024 and 2023, respectively.
Operating Activities Operating activities provided net cash of $1.64 billion and $1.42 billion in fiscal 2025 and 2024, respectively.
Removed
We have established an inventory valuation reserve to recognize the estimated impairment in value (i.e., an inability to realize the full carrying value) based on our aggregate assessment of these valuation indicators under prevailing market conditions and current merchandising strategies. We also have established a reserve for estimating inventory shrinkage between physical inventory counts.
Added
Net sales increased 4.3% to $15.52 billion in fiscal 2025 from $14.88 billion in fiscal 2024. Comparable store sales increased 1.2% in fiscal 2025 as compared to an increase of 0.2% in fiscal 2024.
Removed
We do not believe our merchandise inventories are subject to significant risk of obsolescence in the near term. However, changes in market conditions or consumer purchasing patterns could result in the need for additional reserves. Our impairment reserves contain uncertainties because the calculations require management to make assumptions and to apply judgment regarding forecasted customer demand and the promotional environment.
Added
For a depreciable long-lived asset, the new cost basis will be depreciated (amortized) over the remaining estimated useful life of that asset. Our impairment loss calculations contain uncertainties because they require management to make assumptions and to apply judgment to estimate future cash flows and asset fair values.
Removed
However, if assumptions regarding consumer demand, clearance potential or inventory loss for certain products are inaccurate, we may be exposed to losses or gains that could be material. A 10% change in our inventory impairment reserve as of December 28, 2024, would have affected net income by approximately $2.5 million in fiscal 2024.
Added
Comparable store sales growth was driven by strength in both C.U.E. and seasonal categories, partially offset by softness in emergency response and discretionary categories including big ticket products.
Removed
If the estimated future cash flows are less than the carrying value of the related asset, we calculate an impairment loss.
Added
The decrease was driven primarily by the benefit associated with the purchase of transferable federal tax credits, partially offset by a reduction in the benefit from annual stock compensation activity. Net income in fiscal 2025 was $1.10 billion, or $2.06 per diluted share, compared to $1.10 billion, or $2.04 per diluted share, in fiscal 2024.
Removed
As a percent of net sales, gross margin increased 34 basis points to 36.3% for fiscal 2024 compared to 35.9% for fiscal 2023. The gross margin rate increase was primarily attributable to lower transportation costs along with disciplined product cost management and the continued execution of an everyday low price strategy.
Added
The increase in capital expenditures for new stores, relocated stores and stores not yet opened in fiscal 2025 is primarily driven by the increase in new store openings and the construction of owned, fixed-fee development stores. Capital expenditures for fiscal 2025 included the opening of 99 new Tractor Supply stores compared to 80 new Tractor Supply stores during fiscal 2024.
Removed
In fiscal 2023, we repurchased approximately 13.7 million shares at a total cost of $602.9 million. Fiscal 2023 Compared to Fiscal 2022 For a comparison of our performance and financial metrics for the fiscal years ended December 30, 2023 and December 31, 2022, see “Part II, Item 7.
Added
Partially offsetting the increase in total capital expenditures, proceeds from the sale of property and equipment increased in fiscal 2025 primarily driven by the sale of both new, fixed-fee development stores and existing stores as part of our sale-leaseback program.
Removed
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 30, 2023, filed with the SEC on February 23, 2024 (“2023 10-K”).
Added
The decrease in capital expenditures for existing stores in fiscal 2025 primarily reflects a reallocation of funds to construction of the new distribution center in Nampa, Idaho, as well efficiencies and lower average costs related to our continued Project Fusion remodels and side lot garden center transformations.
Removed
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.
Added
On December 30, 2024, the Company completed its acquisition of Allivet, an online pet pharmacy. Net cash used in investing activities includes the cash used for the acquisition of Allivet, net of cash acquired as part of the transaction.
Removed
There can be no assurance that we will maintain or improve our current credit ratings. On May 5, 2023, the Company completed the sale of $750 million aggregate principal amount of its 5.25% Senior Notes. The entire principal amount of the 5.25% Senior Notes is due in full on May 15, 2033.
Added
The capital expenditures include a plan to open approximately 100 Tractor Supply stores, continue Project Fusion remodels and side lot garden center transformations, complete construction on our Nampa, Idaho distribution center, and continue investing in store and digital technology. 37 Table of Contents Financing Activities Financing activities used cash of $914.1 million and $922.5 million in fiscal 2025 and 2024, respectively.
Removed
Interest is payable semi-annually in arrears on each May 15 and November 15. The terms of the 5.25% Senior Notes are governed by the Base Indenture (as defined below), as amended and supplemented by the Second Supplemental Indenture (as defined below) between the Company and Regions Bank, as trustee.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeWe use an interest rate swap to manage our exposure to the impact of interest rate changes. The outstanding amount under the 2022 Senior Credit Facility was mostly hedged by our interest rate swap during fiscal 2024. Therefore, fluctuations in interest rates did not have a material impact on our financial condition and results of operations.
Biggest changeWe previously entered into an interest rate swap agreement to manage our exposure to the impact of interest rate changes. The interest rate swap agreement matured in the first quarter of fiscal 2025. The fluctuations in interest rates after maturation of this agreement did not have a material impact on our financial condition or results of operations.
Our strategy is to reduce or mitigate the effects of purchase price volatility, principally by taking advantage of vendor incentive programs, economies of scale from increased volume of purchases, adjusting retail prices, and selectively buying from the most competitive vendors without sacrificing quality. 39 Table of Contents
Our strategy is to reduce or mitigate the effects of purchase price volatility, principally by taking advantage of vendor incentive programs, leveraging economies of scale from increased volume of purchases, adjusting retail prices, and selectively buying from the most competitive vendors without sacrificing quality. 39 Table of Contents
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk We are exposed to interest rate changes, primarily as a result of borrowings under our 2022 Senior Credit Facility (as discussed in Note 4 to the Consolidated Financial Statements), which bear interest based on variable rates.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk We are exposed to interest rate changes, primarily as a result of borrowings under our 2022 Senior Credit Facility (as discussed in Note 5 to the Consolidated Financial Statements) which bear interest based on variable rates.

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