TRACTOR SUPPLY CO /DE/

Previous wording

The following discussion and analysis should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 27, 2025 (the “2025 Form 10-K”) and subsequent Quarterly Reports on Form 10-Q. This Quarterly Report on Form 10-Q contains forward-looking statements and information. The forward-looking statements included herein are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). All statements, other than statements of historical facts, which address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as sales and earnings growth, new store growth, store closures, estimated results of operations in future periods (including, but not limited to, net sales, comparable store sales, operating margins or operating margin rates, adjusted operating margin rates, net income, adjusted net income, earnings per diluted share and adjusted earnings per diluted share), the declaration and payment of dividends, the timing and amount of share repurchases, future capital expenditures (including their timing, amount, and nature) and sale-leasebacks, acquisitions, business strategy, strategic initiatives, expansion and growth of our business operations, and other such matters are forward-looking statements. Forward-looking statements are usually identified by or are associated with such words as “will,” “plan,” “intend,” “would,” “expect,” “continue,” “believe,” “anticipate,” “optimistic,” “forecasted” and similar terminology. These forward-looking statements may be affected by certain risks and uncertainties, any one, or a combination of which, could materially affect the results of our operations. To take advantage of the safe harbor provided by the PSLRA, we have identified certain factors in Part I, Item 1A. “Risk Factors” in our 2025 Form 10-K, which may cause actual results to differ materially from those expressed in any forward-looking statements. These “Risk Factors” may be updated from time to time in our quarterly reports on Form 10-Q or other subsequent filings with the SEC.

Current wording

The following discussion and analysis should be read in conjunction with our 2025 Form 10-K and subsequent Quarterly Reports on Form 10-Q. This Quarterly Report on Form 10-Q contains forward-looking statements and information. The forward-looking statements included herein are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). All statements, other than statements of historical facts, which address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as sales and earnings growth, new store growth, store closures, productivity and cost reduction initiatives and their expected benefits, estimated results of operations in future periods (including, but not limited to, net sales, comparable store sales, operating margins or operating margin rates, adjusted operating margin rates, net income, adjusted net income, earnings per diluted share and adjusted earnings per diluted share), the declaration and payment of dividends, the timing and amount of share repurchases, future capital expenditures (including their timing, amount, and nature) and sale-leasebacks, acquisitions, business strategy, strategic initiatives, expansion and growth of our business operations, and other such matters are forward-looking statements. Forward-looking statements are usually identified by or are associated with such words as “will,” “plan,” “intend,” “would,” “expect,” “continue,” “believe,” “anticipate,” “optimistic,” “forecasted” and similar terminology. These forward-looking statements may be affected by certain risks and uncertainties, any one, or a combination of which, could materially affect the results of our operations. These factors include, without limitation, the impact of the recent and potential future tariff announcements and the corresponding macroeconomic pressures and those factors discussed in Part I, Item 1A. “Risk Factors” in our 2025 Form 10-K, which may cause actual results to differ materially from those expressed in any forward-looking statements. These “Risk Factors” may be updated from time to time in our quarterly reports on Form 10-Q or other subsequent filings with the SEC.

Previous wording

Forward-looking statements made by or on behalf of the Company are based on our knowledge of our business and the environments in which we operate, but because of the factors listed above or other factors, actual results could differ materially from those reflected by any forward-looking statements. Consequently, all of the forward-looking statements made are qualified by these cautionary statements and those contained in the Company’s 2025 Form 10-K and other filings with the Securities and Exchange Commission (the “SEC”). There can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to or effects on the Company or our business and operations. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

Current wording

Forward-looking statements made by or on behalf of the Company are based on our knowledge of our business and the environments in which we operate, but because of the factors listed above or other factors, actual results could differ materially from those reflected by any forward-looking statements. Consequently, all of the forward-looking statements made are qualified by these cautionary statements and those contained in the Company’s 2025 Form 10-K and other filings with the SEC. There can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to or effects on the Company or our business and operations. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

Previous wording

Comparable store metrics are a key performance indicator used in the retail industry and by the Company to measure the performance of the underlying business. Our comparable store metrics are calculated on an annual basis using sales generated from all stores open at least one year and all online sales and exclude certain adjustments to net sales. Stores closed during either of the years being compared are removed from our comparable store metrics calculations. Stores relocated during either of the years being compared are not removed from our comparable store metrics calculations. If the effect of relocated stores on our comparable store metrics calculations became material, we would remove relocated stores from the calculations. Allivet sales have been considered comparable store sales since December 30, 2025. VIP Petcare sales will be considered comparable store sales after one year. Comparable store sales are intended only as supplemental information and are not a substitute for net sales presented in accordance with U.S. GAAP.

Current wording

Comparable store metrics are a key performance indicator used in the retail industry and by the Company to measure the performance of the underlying business. Our comparable store metrics are calculated on an annual basis using sales generated from all stores open at least one year and all online sales and exclude certain adjustments to net sales. Sales from stores closed during the current year are included in comparable store metrics through the closure date and for the corresponding prior-year period. After the store closure date, closed stores are removed from our comparable store metrics calculations. Stores relocated during either of the years being compared are not removed from our comparable store metrics calculations. If the effect of relocated stores on our comparable store metrics calculations became material, we would remove relocated stores from the calculations. Allivet sales have been considered comparable store sales since December 30, 2025. VIP Petcare sales will be considered comparable store sales after one year. Comparable store sales are intended only as supplemental information and are not a substitute for net sales presented in accordance with U.S. GAAP.

Previous wording

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

Current wording

Net sales for the third quarter of fiscal 2026 increased 5.1% to $3.91 billion from $3.72 billion in the third quarter of fiscal 2025. The increase in net sales was driven by new store openings, the acquisition of VIP Petcare and growth of 0.4% in comparable store sales. In the third quarter of fiscal 2025, net sales increased 7.2% and comparable store sales increased 3.9%.

Previous wording

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

Current wording

Sales from new stores and VIP Petcare were $170.3 million for the third quarter of fiscal 2026, which represented 4.6 percentage points of the 5.1% net sales increase over third quarter fiscal 2025 net sales. For the third quarter of fiscal 2025, sales from new stores, including Allivet sales, were $113.8 million, which represented 3.3 percentage points of the 7.2% increase over third quarter fiscal 2024 net sales.

Previous wording

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

Current wording

The effective income tax rate was 22.1% in the third quarter of fiscal 2026 compared to 21.0% in the third quarter of fiscal 2025. The increase in the effective income tax rate in the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025 primarily reflects the lapping of certain tax planning initiatives in the prior year.

Previous wording

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

Current wording

Net income for the third quarter of fiscal 2026 decreased 13.3% to $224.7 million, or $0.43 per diluted share, as compared to net income of $259.3 million, or $0.49 per diluted share, for the third quarter of fiscal 2025.

Previous wording

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

Current wording

During the third quarter of fiscal 2026, we repurchased approximately 2.7 million shares of the Company’s common stock at a total cost of $88.5 million, excluding the 1% excise tax, as part of our share repurchase program and paid quarterly cash dividends totaling $124.9 million, returning $213.4 million of capital to our stockholders.

Previous wording

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

Current wording

Net sales for the first nine months of fiscal 2026 increased 3.6% to $12.04 billion from $11.63 billion in the first nine months of fiscal 2025. The increase in net sales was driven by new store openings and the acquisition of VIP Petcare, partially offset by a 0.3% decrease in comparable store sales. In the first nine months of fiscal 2025, net sales increased 4.6% and comparable store sales increased 1.5%.

Previous wording

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

Current wording

Comparable store sales for the first nine months of fiscal 2026 declined 0.3%, as compared to an increase of 1.5% in the first nine months of fiscal 2025. Comparable store sales results for the first nine months of fiscal 2026 included a decrease in comparable average transaction count of 1.0%, partially offset by an increase in comparable average ticket value of 0.8%. The decline in comparable store sales was primarily driven by continued softness in big ticket and continued below-average performance in the companion animal category. Performance in these categories was partially offset by strength in seasonal categories, continued strength across the remainder of the Company’s C.U.E. categories, and growth in digital sales.

Previous wording

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

Current wording

Sales from new stores and VIP Petcare were $444.7 million for the first nine months of fiscal 2026, which represented 3.8 percentage points of the 3.6% net sales increase over the first nine months of fiscal 2025 net sales. For the first nine months of fiscal 2025, sales from new stores, including Allivet sales, were $338.3 million, which represented 3.0 percentage points of the 4.6% increase over the first nine months of fiscal 2024 net sales.

Previous wording

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

Current wording

The following table summarizes store growth for the fiscal nine months ended September 26, 2026 and September 27, 2025:

Previous wording

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

Current wording

The following table indicates the percentage of net sales represented by each of our major product categories for the fiscal nine months ended September 26, 2026 and September 27, 2025:

Previous wording

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

Current wording

Gross profit increased 2.9% to $4.41 billion for the first nine months of fiscal 2026 from $4.28 billion for the first nine months of fiscal 2025. As a percent of net sales, gross margin in the first nine months of fiscal 2026 decreased 25 basis points to 36.6% from 36.9% in the first nine months of fiscal 2025. Gross profit for the first nine months of fiscal 2026 included inventory impairment expense of $5.9 million related to the closure of 74 Petsense stores. On an adjusted basis, gross profit increased 3.0% to $4.41 billion for the first nine months of fiscal 2026. As a percent of net sales, adjusted gross margin in the first nine months of fiscal 2026 decreased 20 basis points to 36.7%. This decline was primarily attributable to higher delivery-related transportation costs and incremental investments to strengthen the Company’s price-value position.

Previous wording

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

Current wording

Selling, general and administrative expenses, including depreciation, amortization and impairment, increased 9.2% to $3.40 billion for the first nine months of fiscal 2026 from $3.11 billion for the first nine months of fiscal 2025. As a percent of net sales, SG&A expenses increased 144 basis points to 28.2% in the first nine months of fiscal 2026 from 26.8% for the first nine months of fiscal 2025. The increase in SG&A as a percent of net sales was primarily attributable to deleverage of fixed costs from comparable store sales performance, as well as impairment and other charges of $65.8 million due to the restructuring of the Petsense business and acquisition costs of $9.5 million for the acquisition of VIP Petcare during the first six months of fiscal 2026. On an adjusted basis, SG&A expenses increased 6.7% to $3.33 billion for the first nine months of fiscal 2026.

Previous wording

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

Current wording

Operating income for the first nine months of fiscal 2026 decreased 13.8% to $1.01 billion compared to $1.17 billion in the first nine months of fiscal 2025. On an adjusted basis, operating income decreased 6.9% to $1.09 billion.

Previous wording

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

Current wording

The effective income tax rate was 21.3% in the first nine months of fiscal 2026 compared to 22.3% in the first nine months of fiscal 2025. The decrease in the effective income tax rate in the first nine months of fiscal 2026 compared to the first nine months of fiscal 2025 was driven primarily by the income tax benefit associated with the purchase of transferable federal income tax credits, partially offset by permanent differences and other discrete tax items.

Previous wording

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

Current wording

Netincome for the first nine months of fiscal 2026 decreased 13.7% to$749.9 million, or $1.43 per diluted share, as compared to netincome of$868.7 million, or$1.63 per diluted share, for the first nine months of fiscal 2025. On an adjusted basis, net income was$812.7 million, or$1.55 per diluted share, for the first nine months of fiscal 2026.

Previous wording

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

Current wording

During the first nine months of fiscal 2026, we repurchased approximately 8.9 million sharesof the Company’s common stock at a total cost of $341.8 million, excluding the 1% excise tax, as part of our share repurchase program and paid quarterly cash dividends totaling $377.0 million, returning $718.8 million to our stockholders.

Previous wording

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

Current wording

Operating activities provided net cash of $882.6 million and $1.31 billion in the first nine months of fiscal 2026 and fiscal 2025, respectively. The $427.8 million decrease in net cash provided by operating activities in the first nine months of fiscal 2026 compared to the first nine months of fiscal 2025 is due to changes in the following operating activities (in millions):

Previous wording

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

Current wording

Investing activities used net cash of $621.4 million and $676.9 million in the first nine months of fiscal 2026 and fiscal 2025, respectively. The $55.5 million decrease in net cash used in investing activities in the first nine months of fiscal 2026 compared to the first nine months of fiscal 2025 is due to changes in the following investing activities (in millions):

Previous wording

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

Current wording

Capital expenditures for new stores, relocated stores and stores not yet opened in the first nine months of fiscal 2026 represent continued investments in new store openings and the construction of owned, fixed-fee development stores. Capital expenditures for the first nine months of fiscal 2026 included the opening of 91 new Tractor Supply stores compared to 68 new Tractor Supply stores during the first nine months of fiscal 2025. Offsetting the increase in total capital expenditures, proceeds from the sale of property and equipment increased in the first nine months of fiscal 2026 primarily driven by the sale of both new, fixed-fee development stores and existing stores as part of our sale-leaseback program.

Previous wording

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

Current wording

Capital expenditures for distribution center capacity and improvements in the first nine months of fiscal 2026 represent the construction of our newest distribution center in Nampa, Idaho, which began operations in the fourth quarter of fiscal 2026.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Our projected capital expenditures, net of sale-leaseback proceeds, for fiscal 2026 are currently estimated to be in the range of approximately $675 million to $700 million. The capital expenditures include a plan to open approximately 100 Tractor Supply stores, continue Project Fusion remodels inclusive of side lot transformations and other enhancements, and continue investing in store and digital technology.

Previous wording

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

Current wording

Financing activities used net cash of $256.5 million and $700.4 million in the first nine months of fiscal 2026 and fiscal 2025, respectively. The $443.9 million decrease in net cash used in financing activities in the first nine months of fiscal 2026 compared to the first nine months of fiscal 2025 is due to changes in the following (in millions):

Previous wording

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

Current wording

The $443.9 million decrease in net cash used in financing activities is primarily due to the issuance of the Company’s $500 million 5.20% Senior Notes in the first nine months of fiscal 2026, partially offset by an increase in the repurchase of common stock.

Previous wording

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

Current wording

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

Previous wording

It is the present intention of the Company’s Board of Directors to continue to pay a quarterly cash dividend; however, the declaration and payment of future dividends will be determined by the Company’s Board of Directors in its sole discretion and will depend upon the earnings, financial condition, and capital needs of the Company, along with any other factors that the Company’s Board of Directors deem relevant.

Current wording

It is the present intention of the Company’s Board of Directors to continue to pay a quarterly cash dividend; however, the declaration and payment of future dividends will be determined by the Company’s Board of Directors in its sole discretion and will depend upon the earnings, financial condition, and capital needs of the Company, along with any other factors that the Company’s Board of Directors deems relevant.

Previous wording

The Company’s Board of Directors has authorized common stock repurchases under a share repurchase program, which was most recently increased by $1.00 billion on February 12, 2025. The total amount authorized under the program, which has been increased from time to time, is currently $7.50 billion, exclusive of any fees, commissions, or other expenses related to such repurchases. The share repurchase program does not have an expiration date. The repurchases may be made from time to time on the open market or in privately negotiated transactions. The timing and amount of any shares repurchased under the program will depend on a variety of factors, including price, corporate and regulatory requirements, capital availability, and other market conditions. Repurchased shares are accounted for at cost and will be held in treasury for future issuance. The program may be limited, temporarily paused, or terminated at any time without prior notice. As of June 27, 2026, the Company had remaining authorization under the share repurchase program of $873.4 million, exclusive of any fees, commissions, or other expenses.

Current wording

The Company’s Board of Directors has authorized common stock repurchases under a share repurchase program, which was most recently increased by $1.00 billion on February 12, 2025. The total amount authorized under the program, which has been increased from time to time, is currently $7.50 billion, exclusive of any fees, commissions, or other expenses related to such repurchases. The share repurchase program does not have an expiration date. The repurchases may be made from time to time on the open market or in privately negotiated transactions. The timing and amount of any shares repurchased under the program will depend on a variety of factors, including price, corporate and regulatory requirements, capital availability, and other market conditions. Repurchased shares are accounted for at cost and will be held in treasury for future issuance. The program may be limited, temporarily paused, or terminated at any time without prior notice. As of September 26, 2026, the Company had remaining authorization under the share repurchase program of $784.9 million, exclusive of any fees, commissions, or other expenses.

Previous wording

The following table provides the number of shares repurchased, average price paid per share, and total cost of share repurchases pursuant to our publicly announced repurchase plan during the fiscal three and six months ended June 27, 2026 and June 28, 2025, respectively (in thousands, except per share amounts):

Current wording

The following table provides the number of shares repurchased, average price paid per share, and total cost of share repurchases pursuant to our publicly announced repurchase plan during the fiscal three and nine months ended September 26, 2026 and September 27, 2025, respectively (in thousands, except per share amounts):

Previous wording

For a description of the Company’s significant contractual obligations and commercial commitments, refer to Note 12 to the Consolidated Financial Statements included under Part II, Item 8 in our 2025 Form 10-K for the fiscal year ended December 27, 2025. As of June 27, 2026, the Company had contractual commitments of approximately $34.8 million related to the construction of our newest distribution center in Nampa, Idaho. As of June 27, 2026, there has been no other material change in the information disclosed in the 2025 Form 10-K for the fiscal year ended December 27, 2025.

Current wording

For a description of the Company’s significant contractual obligations and commercial commitments, refer to Note 12 to the Consolidated Financial Statements included under Part II, Item 8 in our 2025 Form 10-K for the fiscal year ended December 27, 2025. As of September 26, 2026, the Company had contractual commitments of approximately $23.8 million related to the onboarding of our newest distribution center in Nampa, Idaho. As of September 26, 2026, there has been no other material change in the information disclosed in the 2025 Form 10-K for the fiscal year ended December 27, 2025.

Previous wording

See Note 1 to the Consolidated Financial Statements in our 2025 Form 10-K for a discussion of the Company’s critical accounting policies. The Company’s financial position and/or results of operations may be materially different when reported under different conditions or when using different assumptions in the application of such policies. In the event estimates or assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information. There have been no changes to our critical accounting policies and estimates as previously disclosed in our 2025 Form 10-K other than the impairment charges recognized in the second quarter of fiscal 2026 related to a restructuring of the Petsense business.

Current wording

See Note 1 to the Consolidated Financial Statements in our 2025 Form 10-K for a discussion of the Company’s critical accounting policies. The Company’s financial position and/or results of operations may be materially different when reported under different conditions or when using different assumptions in the application of such policies. In the event estimates or assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information. There have been no changes to our critical accounting policies and estimates as previously disclosed in our 2025 Form 10-K other than the impairment charges recognized in the second quarter of fiscal 2026 related to the restructuring of the Petsense business.