tsco-20250927

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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


For the quarterly period ended			September 27, 2025


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


For the transition period from						to

Commission file number 000-23314

TRACTOR SUPPLY COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware

13-3139732

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

5401 Virginia Way, Brentwood, Tennessee 37027

(Address of Principal Executive Offices and Zip Code)

(615) 440-4000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.008 par value

TSCO

NASDAQ Global Select Market

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

Yes ☑ No ☐

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

Yes ☑ No ☐

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

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

Yes ☐ No ☑

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


Class						Outstanding at October 25, 2025
Common Stock, $0.008 par value						528,403,595

TABLE OF CONTENTS


		Page Number

PART I.	Financial Information	1
Item 1.	Financial Statements	1
	Consolidated Statements of Income (unaudited) – For the Fiscal Three and Nine Months Ended September 27, 2025 and September 28, 2024	1
	Consolidated Balance Sheets (unaudited) – September 27, 2025, December 28, 2024 and September 28, 2024	2
	Consolidated Statements of Comprehensive Income (unaudited) – For the Fiscal Three and Nine Months Ended September 27, 2025 and September 28, 2024	3
	Consolidated Statements of Stockholders’ Equity (unaudited) – For the Fiscal Three and Nine Months Ended September 27, 2025 and September 28, 2024	4
	Consolidated Statements of Cash Flows (unaudited) – For the Fiscal Nine Months Ended September 27, 2025 and September 28, 2024	6
	Notes to Unaudited Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26

PART II.	Other Information	27
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
Signature		31

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TRACTOR SUPPLY COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

(Unaudited)


	For the Fiscal Three				For the Fiscal Nine
	Months Ended				Months Ended
	September 27, 2025		September 28, 2024		September 27, 2025		September 28, 2024
Net sales	$	3,719,044	$	3,468,245	$	11,625,726	$	11,109,700
Cost of merchandise sold	2,329,812		2,177,797		7,341,097		7,042,773
Gross profit	1,389,232		1,290,448		4,284,629		4,066,927
Selling, general and administrative expenses	922,454		852,299		2,748,723		2,590,637
Depreciation and amortization	124,069		113,550		366,248		327,107

Operating income	342,709		324,599		1,169,658		1,149,183
Interest expense, net	14,667		13,875		52,291		37,389
Income before income taxes	328,042		310,724		1,117,367		1,111,794
Income tax expense	68,774		69,254		248,687		246,960
Net income	$	259,268	$	241,470	$	868,680	$	864,834

Net income per share – basic (a)	$	0.49	$	0.45	$	1.64	$	1.61
Net income per share – diluted (a)	$	0.49	$	0.45	$	1.63	$	1.60

Weighted average shares outstanding: (a)
Basic	529,742		535,836		530,601		538,070
Diluted	532,143		538,390		532,816		540,733

Dividends declared per common share outstanding (a)	$	0.23	$	0.22	$	0.69	$	0.66

(a) All share and per share information has been adjusted to reflect the five-for-one Stock Split effective December 20, 2024.

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


						1

Table of Contents

TRACTOR SUPPLY COMPANY

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

(Unaudited)


	September 27,		December 28,		September 28,
	2025		2024		2024
ASSETS
Current assets:
Cash and cash equivalents	$	184,639	$	251,491	$	186,294

Inventories	3,252,825		2,840,177		3,082,519
Prepaid expenses and other current assets	209,652		196,614		199,967
Income taxes receivable	—		21,635		14,381
Total current assets	3,647,116		3,309,917		3,483,161
Property and equipment, net	3,018,254		2,727,436		2,632,895
Operating lease right-of-use assets	3,743,029		3,415,444		3,295,678
Goodwill and other intangible assets	399,297		269,520		269,520

Other assets	68,906		83,168		86,643
Total assets	$	10,876,602	$	9,805,485	$	9,767,897
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,549,176	$	1,236,177	$	1,349,817
Accrued employee compensation	56,431		100,853		53,065
Other accrued expenses	734,405		581,971		551,847

Current portion of finance lease liabilities	4,512		3,300		3,402
Current portion of operating lease liabilities	416,922		396,892		387,578
Income taxes payable	40,856		—		—

Total current liabilities	2,802,302		2,319,193		2,345,709
Long-term debt	1,744,223		1,831,969		1,831,218
Finance lease liabilities, less current portion	28,950		27,983		28,831
Operating lease liabilities, less current portion	3,527,699		3,164,273		3,082,653
Deferred income taxes	53,288		44,320		48,800

Other long-term liabilities	146,955		147,413		141,926
Total liabilities	8,303,417		7,535,151		7,479,137
Stockholders’ equity:

Common stock (a)	7,127		7,116		7,114
Additional paid-in capital (a)	1,420,706		1,376,532		1,356,772
Treasury stock	(6,267,791)		(6,025,238)		(5,869,286)
Accumulated other comprehensive income	—		1,217		2,550
Retained earnings	7,413,143		6,910,707		6,791,610
Total stockholders’ equity	2,573,185		2,270,334		2,288,760
Total liabilities and stockholders’ equity	$	10,876,602	$	9,805,485	$	9,767,897

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

Common Stock (shares in thousands)(a): $0.008 par value; 2,000,000 shares authorized for all periods presented. 890,843, 889,548, and 889,225 shares issued; 529,042, 532,191, and 534,605 shares outstanding at September 27, 2025, December 28, 2024, and September 28, 2024, respectively.

Treasury Stock (at cost, shares in thousands)(a): 361,801, 357,357, and 354,621 shares at September 27, 2025, December 28, 2024, and September 28, 2024, respectively.

(a) All share information, Common stock balances, and Additional paid-in capital balances have been adjusted to reflect the five-for-one Stock Split effective December 20, 2024.

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


						2

Table of Contents

TRACTOR SUPPLY COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(Unaudited)


	For the Fiscal Three				For the Fiscal Nine
	Months Ended				Months Ended
	September 27, 2025		September 28, 2024		September 27, 2025		September 28, 2024
Net income	$	259,268	$	241,470	$	868,680	$	864,834
Other comprehensive loss:
Change in fair value of interest rate swaps, net of taxes	—		(2,130)		(1,217)		(4,243)
Total other comprehensive loss	—		(2,130)		(1,217)		(4,243)
Total comprehensive income	$	259,268	$	239,340	$	867,463	$	860,591

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


						3

Table of Contents

TRACTOR SUPPLY COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(Unaudited)


	Common Stock			Additional Paid-in Capital		Treasury Stock		Accum. Other Comp. Income (Loss)		Retained Earnings		Total Stockholders’ Equity
	Shares	Dollars
Stockholders’ equity at December 28, 2024	532,190	$	7,116	$	1,376,532	$	(6,025,238)	$	1,217	$	6,910,707	$	2,270,334
Common stock issuance under stock award plans & ESPP	777	7		7,009								7,016
Share-based compensation expense				13,226								13,226
Repurchase of shares to satisfy tax obligations				(13,960)								(13,960)
Repurchase of common stock	(1,727)					(93,827)						(93,827)
Cash dividends paid to stockholders										(122,401)		(122,401)
Change in fair value of interest rate swaps, net of taxes								(1,217)				(1,217)
Net income										179,369		179,369
Stockholders’ equity at March 29, 2025	531,240	$	7,123	$	1,382,807	$	(6,119,065)	$	—	$	6,967,675	$	2,238,540

Common stock issuance under stock award plans & ESPP	197	1		4,298								4,299
Share-based compensation expense				12,750								12,750
Repurchase of shares to satisfy tax obligations				(522)								(522)
Repurchase of common stock	(1,447)					(72,822)						(72,822)
Cash dividends paid to stockholders										(121,979)		(121,979)
Change in fair value of interest rate swaps, net of taxes								—				—
Net income										430,043		430,043
Stockholders’ equity at June 28, 2025	529,990	$	7,124	$	1,399,333	$	(6,191,887)	$	—	$	7,275,739	$	2,490,309

Common stock issuance under stock award plans & ESPP	322	3		7,273								7,276
Share-based compensation expense				15,314								15,314
Repurchase of shares to satisfy tax obligations				(1,214)								(1,214)
Repurchase of common stock	(1,270)					(75,904)						(75,904)
Cash dividends paid to stockholders										(121,864)		(121,864)
Change in fair value of interest rate swaps, net of taxes								—				—
Net income										259,268		259,268
Stockholders’ equity at September 27, 2025	529,042	$	7,127	$	1,420,706	$	(6,267,791)	$	—	$	7,413,143	$	2,573,185


						4

Table of Contents


	Common Stock (a)			Additional Paid-in Capital (a)		Treasury Stock		Accum. Other Comp. Income / (Loss)		Retained Earnings		Total Stockholders’ Equity
	Shares	Dollars
Stockholders’ equity at December 30, 2023	539,878	$	7,093	$	1,312,772	$	(5,458,855)	$	6,793	$	6,281,959	$	2,149,762
Common stock issuance under stock award plans & ESPP	2,060	17		21,701								21,718
Share-based compensation expense				14,448								14,448
Repurchase of shares to satisfy tax obligations				(22,001)								(22,001)
Repurchase of common stock	(2,481)					(118,543)						(118,543)
Cash dividends paid to stockholders										(118,809)		(118,809)
Change in fair value of interest rate swaps, net of taxes								(731)				(731)
Net income										198,167		198,167
Stockholders’ equity at March 30, 2024	539,457	$	7,110	$	1,326,920	$	(5,577,398)	$	6,062	$	6,361,317	$	2,124,011

Common stock issuance under stock award plans & ESPP	331	3		6,628								6,631
Share-based compensation expense				10,676								10,676
Repurchase of shares to satisfy tax obligations				(716)								(716)
Repurchase of common stock	(2,555)					(140,546)						(140,546)
Cash dividends paid to stockholders										(118,538)		(118,538)
Change in fair value of interest rate swaps, net of taxes								(1,382)				(1,382)
Net income										425,196		425,196
Stockholders’ equity at June 29, 2024	537,233	$	7,113	$	1,343,508	$	(5,717,944)	$	4,680	$	6,667,975	$	2,305,332

Common stock issuance under stock award plans & ESPP	176	1		4,166								4,167
Share-based compensation expense				9,999								9,999
Repurchase of shares to satisfy tax obligations

SEC Form 10-Q filed by Tractor Supply Company