tsco-20250628

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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


For the quarterly period ended			June 28, 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 July 26, 2025
Common Stock, $0.008 par value						529,951,669

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 Six Months Ended June 28, 2025 and June 29, 2024	1
	Consolidated Balance Sheets (unaudited) – June 28 , 2025, December 28, 2024 and June 29 , 2024	2
	Consolidated Statements of Comprehensive Income (unaudited) – For the Fiscal Three and Six Months Ended June 28, 2025 and June 29, 2024	3
	Consolidated Statements of Stockholders’ Equity (unaudited) – For the Fiscal Three and Six Months Ended June 28, 2025 and June 29, 2024	4
	Consolidated Statements of Cash Flows (unaudited) – For the Fiscal Six Months Ended June 28, 2025 and June 29, 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 Six
	Months Ended				Months Ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Net sales	$	4,439,729	$	4,246,622	$	7,906,682	$	7,641,456
Cost of merchandise sold	2,799,755		2,690,996		5,011,285		4,864,976
Gross profit	1,639,974		1,555,626		2,895,397		2,776,480
Selling, general and administrative expenses	940,063		884,903		1,826,269		1,738,338
Depreciation and amortization	122,099		109,265		242,179		213,558

Operating income	577,812		561,458		826,949		824,584
Interest expense, net	17,983		11,612		37,624		23,514
Income before income taxes	559,829		549,846		789,325		801,070
Income tax expense	129,786		124,650		179,913		177,707
Net income	$	430,043	$	425,196	$	609,412	$	623,363

Net income per share – basic (a)	$	0.81	$	0.79	$	1.15	$	1.16
Net income per share – diluted (a)	$	0.81	$	0.79	$	1.14	$	1.15

Weighted average shares outstanding: (a)
Basic	530,331		538,649		531,030		539,189
Diluted	532,205		541,175		533,152		541,907

Dividends declared per common share outstanding (a)	$	0.23	$	0.22	$	0.46	$	0.44

(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)


	June 28,		December 28,		June 29,
	2025		2024		2024
ASSETS
Current assets:
Cash and cash equivalents	$	225,810	$	251,491	$	394,748

Inventories	3,090,306		2,840,177		3,000,033
Prepaid expenses and other current assets	227,649		196,614		244,844
Income taxes receivable	—		21,635		—
Total current assets	3,543,765		3,309,917		3,639,625
Property and equipment, net	2,884,660		2,727,436		2,566,723
Operating lease right-of-use assets	3,655,729		3,415,444		3,225,156
Goodwill and other intangible assets	399,622		269,520		269,520

Other assets	75,019		83,168		83,500
Total assets	$	10,558,795	$	9,805,485	$	9,784,524
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,519,094	$	1,236,177	$	1,436,520
Accrued employee compensation	72,305		100,853		69,920
Other accrued expenses	614,221		581,971		557,721

Current portion of finance lease liabilities	3,437		3,300		3,405
Current portion of operating lease liabilities	410,249		396,892		382,111
Income taxes payable	143,346		—		94,858

Total current liabilities	2,762,652		2,319,193		2,544,535
Long-term debt	1,673,472		1,831,969		1,730,467
Finance lease liabilities, less current portion	26,318		27,983		29,661
Operating lease liabilities, less current portion	3,443,879		3,164,273		2,980,876
Deferred income taxes	19,841		44,320		54,418

Other long-term liabilities	142,324		147,413		139,235
Total liabilities	8,068,486		7,535,151		7,479,192
Stockholders’ equity:

Common stock (a)	7,124		7,116		7,113
Additional paid-in capital (a)	1,399,333		1,376,532		1,343,508
Treasury stock	(6,191,887)		(6,025,238)		(5,717,944)
Accumulated other comprehensive income	—		1,217		4,680
Retained earnings	7,275,739		6,910,707		6,667,975
Total stockholders’ equity	2,490,309		2,270,334		2,305,332
Total liabilities and stockholders’ equity	$	10,558,795	$	9,805,485	$	9,784,524

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. 890,521, 889,548, and 889,050 shares issued; 529,990, 532,191, and 537,233 shares outstanding at June 28, 2025, December 28, 2024, and June 29, 2024, respectively.

Treasury Stock (at cost, shares in thousands)(a): 360,531, 357,357, and 351,817 shares at June 28, 2025, December 28, 2024, and June 29, 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 Six
	Months Ended				Months Ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Net income	$	430,043	$	425,196	$	609,412	$	623,363
Other comprehensive loss:
Change in fair value of interest rate swaps, net of taxes	—		(1,382)		(1,217)		(2,113)
Total other comprehensive loss	—		(1,382)		(1,217)		(2,113)
Total comprehensive income	$	430,043	$	423,814	$	608,195	$	621,250

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


						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

(a) All Common Stock share and related dollar information as well as Additional Paid-in Capital has been adjusted to reflect the five-for-one Stock Split effective December 20, 2024 as discussed in Note 1.

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


						5

Table of Contents

TRACTOR SUPPLY COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	For the Fiscal Six Months Ended
	June 28, 2025		June 29, 2024
Cash flows from operating activities:
Net income	$	609,412	$	623,363
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	242,179		213,558
(Gain)/loss on disposition of property and equipment	(33,421)		(4,210)
Share-based compensation expense	25,976		25,124
Deferred income taxes	(24,054)		(10,712)
Change in assets and liabilities:
Inventories	(231,907)		(354,179)
Prepaid expenses and other current assets	(26,400)		(33,345)
Accounts payable	271,691		256,717
Accrued employee compensation	(28,848)		(21,558)
Other accrued expenses	(15,892)		19,996
Income taxes	160,308		97,319
Other	53,531		5,270
Net cash provided by operating activities	1,002,575		817,343
Cash flows from investing activities:
Capital expenditures	(351,644)		(349,818)
Proceeds from sale of property and equipment	42,906		18,487

Acquisition of Allivet, net of cash acquired	(139,936)		—
Net cash used in investing activities	(448,674)		(331,331)
Cash flows from financing activities:
Borrowings under debt facilities	1,315,000		335,000
Repayments under debt facilities	(1,475,000)		(335,000)


Principal payments under finance lease liabilities	(2,056)		(864)
Repurchase of shares to satisfy tax obligations	(14,482)		(22,717)
Repurchase of common stock	(169,979)		(255,756)
Net proceeds from issuance of common stock	11,315		28,349
Cash dividends paid to stockholders	(244,380)		(237,347)
Net cash used in financing activities	(579,582)		(488,335)
Net decrease in cash and cash equivalents	(25,681)		(2,323)
Cash and cash equivalents at beginning of period	251,491		397,071
Cash and cash equivalents at end of period	$	225,810	$	394,748