DEF 14A of Tractor Supply Co /De/, Mar 26, 2026

DEF 14A of Tractor Supply Co /De/

Filed Mar 26, 2026 · FY20250001193125-26-126620

Open on EDGAR

  1. Board Nominees

    Board Nominees Our director nominees bring a mix of valuable skills and experience to our Board: Our director nominees and their committee appointments are identified below. For more information on their individual skills and characteristics, please refer to “Item 1 – Election of Directors, Director Experience, Skills, and Background.”

  2. Nominees for Directors

    Nominees for Directors The Board, upon recommendation of its Corporate Governance Committee, has nominated each of the directors named below for election at the Annual Meeting. Such individuals were selected based on their broad experience, wisdom, integrity, alignment with our values, understanding of the business environment, thorough appreciation for strong ethics and appropriate corporate governance, and their willingness to devote adequate time to Board duties. The experience, qualifications, attributes, and skills that led the Corporate Governance Committee to conclude that each person should be nominated to serve as a director are discussed in more detail below. The nominees included below are each standing for election for one of the ten positions on our Board. Each of the nominees, with the exception of Sonia Syngal, were elected at the 2025 Annual Meeting of Stockholders. If a nominee becomes unwilling or unable to serve, which is not expected, the proxies will be voted for a substitute person designated by the Board upon the recommendation of the Corporate Governance Committee. The following sets forth certain information concerning the director nominees for the Board of Directors of the Company:

  3. Nominees for Directors

    | | Joy Brown Independent Director | Joined the Board: 2021 Age: 47 |

  4. Biography

    Biography Ms. Brown is the Senior Vice President and Chief Digital Information Officer for Boston Medical Center Health System and previously served as Chief Data Officer for Verizon Media Group from 2020 to 2022. Prior to this role, Ms. Brown served as the Vice President of Card Technology for Capital One from 2019 until 2020. She also served as Vice President of Analytic Technology for UnitedHealth Group’s technology and service division, OptumInsight from 2015 until 2018. Ms. Brown also served in various executive leadership positions with Vanguard from 2007 until 2015.

  5. Skills & Expertise

    Skills & Expertise Ms. Brown brings more than 20 years of experience in leadership positions for large-scale technology organizations across multiple industries. Ms. Brown has unique expertise transforming how businesses embrace data and change through innovative digital technology and customer-centered advanced analytics. Our Board benefits from Ms. Brown’s insights and experience as we continue to invest in capabilities that create stockholder value and drive sustainable long-term growth.

  6. Skills & Expertise

    | Skills: • C-Level Leadership Experience • Current Outside Public Company Directorship • Technology/E-Commerce • Cybersecurity • Strategic Planning/Strategy | Board Committees • Audit • Corporate Governance and Nominating | Other Current Public Company Directorships • Huron Consulting Group Inc.; September 2022 (Audit Committee; Technology and Information Security Committee) |

  7. Skills & Expertise

    | | Ricardo (“Rick”) Cardenas Independent Director | Joined the Board: 2019 Age: 58 |

  8. Skills & Expertise

    Mr. Cardenas serves as President and Chief Executive Officer for Darden Restaurants (“Darden”) since 2022. Previously, beginning in 2021, he served as President and Chief Operating Officer for Darden, responsible for all restaurant operations, international, supply chain, and restaurant development. Prior to this role, he served as Senior Vice President, Chief Financial Officer for Darden since 2016. Mr. Cardenas has served in a number of roles of increasing responsibility with Darden, including Senior Vice President, Finance, Strategy, and Technology/Chief Strategy Officer from 2014 to 2016, since beginning his career with Darden as an hourly employee in 1984. Mr. Cardenas also spent three years as a strategy consultant for Bain & Company and The Parthenon Group.

  9. Skills & Expertise

    Skills & Expertise Mr. Cardenas brings more than 30 years of experience in finance, accounting, corporate strategy, information technology, and general management to the Board. As a certified public accountant with experience in a variety of financial and accounting positions, including his prior service as the chief financial officer of a publicly traded company, Mr. Cardenas has considerable financial expertise and has been designated as an audit committee financial expert. He also brings expertise in strategy development, data analytics and acquisitions. His extensive and broad-based experience deepens the Board’s understanding of consumer brands, technology, and financial matters.

  10. Skills & Expertise

    | Skills: • CEO/Division President Experience • Other C-Level Leadership Experience • Current Outside Public Company Directorship • Retail Experience • Technology/E-Commerce • Cybersecurity • Strategic Planning/Strategy • Business Development/ Mergers and Acquisitions • Manufacturing and Operations • Human Capital and Executive Compensation • Corporate Responsibility and Sustainability • Accounting/Finance • Corporate Governance | Board Committees • Audit (Chair) • Compensation and Human Capital | Other Current Public Company Directorships • Darden Restaurants, Inc., May 2022 |

  11. Skills & Expertise

    | | Meg Ham Independent Director | Joined the Board: 2023 Age: 59 |

  12. Skills & Expertise

    Meg Ham is the former president of Food Lion, having served the company for over 35 years. Under her leadership, the company’s 82,000 associates served nearly 10 million customers each week across its 10-state operating footprint or more than 1,100 grocery stores. During her tenure at Food Lion parent company Ahold Delhaize USA, Ms. Ham also led Bottom Dollar Food, the company’s former discount banner, and served in various executive leadership roles in both retail operations and merchandising functions at Food Lion and Hannaford Bros. Co., LLC. From 2023 to 2024, she was appointed and served as a member of the President’s Council on Sports, Fitness, and Nutrition, a federal advisory committee that aims to promote health, accessible eating, and physical activity for all Americans, regardless of background or ability.

  13. Skills & Expertise

    Skills & Expertise Ms. Ham brings over 35 years in the retail industry with executive leadership expertise and experience across multiple banners in the grocery business. With broad-based experience in store operations and merchandising, Ms. Ham has an in-depth understanding of the retail industry, including a variety of market densities, customer dynamics, shifting consumer preferences, and digital platforms. Our Board benefits from Ms. Ham’s skills in strategy, execution, and customer insights.

  14. Skills & Expertise

    | Skills: • CEO/Division President Experience • Other C-Level Leadership Experience • Retail Experience • Technology/E-Commerce • Strategic Planning/Strategy • Business Development/ Mergers and Acquisitions • Manufacturing and Operations • Supply Chain • Marketing/Brand Management | Board Committees • Corporate Governance and Nominating | Other Current Public Company Directorships • None |

  15. Skills & Expertise

    | | André Hawaux Independent Director | Joined the Board: 2022 Age: 65 |

  16. Skills & Expertise

    Mr. Hawaux is the former Executive Vice President, Chief Financial Officer, and Chief Operating Officer of Dick’s Sporting Goods, Inc. (“Dick’s Sporting Goods”). Mr. Hawaux joined Dick’s Sporting Goods, a leading omnichannel sporting goods retailer, in 2013 as Executive Vice President, Finance Administration and Chief Financial Officer, and also served as its Executive Vice President, Chief Operating Officer through 2017. Mr. Hawaux served as president of the Consumer Foods business of ConAgra Foods (now ConAgra Brands, Inc.) from 2009 until 2013. He joined ConAgra Foods as Executive Vice President and Chief Financial Officer in 2006. Mr. Hawaux started his career with PepsiCo and served in various roles over his 26-year career with PepsiCo, including Chief Financial Officer for Pepsi-Cola North America and Pepsi International’s China business unit.

  17. Skills & Expertise

    Skills & Expertise Mr. Hawaux brings nearly 40 years of broad leadership, strategic, and international expertise with consumer-packaged goods and operations acumen, demonstrated at major consumer focused global public companies. Our Board believes Mr. Hawaux lends his deep expertise in financial reporting, internal controls and procedures, risk management, and knowledge of financial and capital markets, from his extensive experience in finance executive roles with large multi-national public companies, which strengthens our commitment to long-term stockholder value. Additionally, Mr. Hawaux adds valuable experience in information security from his oversight of significant information technology projects while serving in finance executive roles.

  18. Skills & Expertise

    | Skills: • CEO/Division President Experience • Other C-Level Leadership Experience • Current Outside Public Company Directorship • Prior Public Company Directorship • Retail Experience • Technology/E-Commerce • Strategic Planning/Strategy • Business Development/ Mergers and Acquisitions • Accounting/Finance | Board Committees • Audit • Corporate Governance and Nominating | Other Current Public Company Directorships • PulteGroup; May 2013 (Audit Committee; Finance Committee) • Lamb Weston Holdings; July 2017 (Audit & Finance Committee) |

  19. Skills & Expertise

    | | Denise L. Jackson Independent Director | Joined the Board: 2018 Age: 61 |

  20. Skills & Expertise

    Ms. Jackson brings over 25 years of legal and executive experience for publicly-traded organizations. Ms. Jackson’s considerable governance and risk management experience, along with her composure and leadership in times of growth, transition, and crisis, bring crucial skills and perspective to the boardroom. Her broad, multi-functional expertise across enterprises, industries, and market transitions makes her a versatile and impactful board member. For over 20 years, Ms. Jackson was an integral member of the AMN Healthcare Executive Management team, helping transform the organization from a privately-held staffing company into the nation’s largest publicly-traded healthcare workforce management and technology organization. As Chief Legal Officer and Secretary, Ms. Jackson served as a trusted advisor to AMN Healthcare’s Board of Directors through CEO and director transitions, shareholder engagements, and M&A. Ms. Jackson built, scaled, and oversaw operational functions, including Human Resources, Real Estate and Internal Audit, and led cross-functional teams focused on M&A and organic strategic growth and innovation initiatives. Ms. Jackson also spent five years with the Mills Corporation, a NYSE-traded REIT (acquired by Simon Property Group), serving as Vice President and Senior Counsel, after several years in private practice with a well-recognized law firm focusing on real estate, litigation, and corporate reorganizations. Prior to her election to the Tractor Supply Board, Ms. Jackson served as a director of PipelineRx, an early stage telepharmacy technology and services company, where she was Chairperson of its Compensation Committee. Ms. Jackson serves in leadership positions with the Women Corporate Directors Foundation, a global non-profit organization. Currently, Ms. Jackson serves on the Corporate Governance Steering Committee, and previously, she was the Co-Chairperson of Women Corporate Directors – San Diego Chapter.

  21. Skills & Expertise

    Skills & Expertise Ms. Jackson brings over 25 years of legal and executive experience for publicly-traded organizations. At AMN Healthcare, Ms. Jackson was responsible for governance, compliance, risk management, government affairs, and corporate social responsibility. Throughout her career, Ms. Jackson built, scaled, and oversaw operational functions, including Human Resources, Real Estate, and Internal Audit. She also led cross-functional teams focused on M&A and organic strategic growth and innovation initiatives. Ms. Jackson’s broad, multi-functional expertise across enterprises, industries, and market transitions makes her a versatile and valuable board member.

  22. Skills & Expertise

    | Skills: • C-Level Leadership Experience • Risk Management • Strategic Planning/Strategy • Business Development/ Mergers and Acquisitions • Human Capital and Executive Compensation • Corporate Responsibility and Sustainability • Regulatory/Legal • Public Policy/Government Relations • Corporate Governance | Board Committees • Corporate Governance and Nominating (Chair) • Compensation and Human Capital | Other Current Public Company Directorships • None |

  23. Skills & Expertise

    | | Ramkumar Krishnan Independent Director | Joined the Board: 2016 Age: 55 |

  24. Skills & Expertise

    Mr. Krishnan serves as Chief Executive Officer of PepsiCo North America since December 2025. He previously served as Chief Executive Officer of PepsiCo Beverages North America from February 2024 to December 2025. Prior to that, he was Chief Executive Officer, International Beverages and Chief Commercial Officer for PepsiCo from January 2022 to February 2024; PepsiCo’s Executive Vice President and Global Chief Commercial Officer, and Chief Executive Officer, Asia Pacific, Australia/New Zealand and China (APAC) Region from 2019 to 2021. Previously, Mr. Krishnan served as President of Greater China Region for PepsiCo from 2017 until 2019. Mr. Krishnan also served as President, Chief Customer Officer and SVP/General Manager of Global Sales for PepsiCo from 2016 to 2017. Mr. Krishnan also held positions with Frito-Lay from 2006 to 2016, most recently as Senior Vice President and Chief Marketing Officer from 2014 to 2016. Mr. Krishnan served as Senior Brand Manager for General Motors Cadillac Division from 2000 to 2006.

  25. Skills & Expertise

    Skills & Expertise With experience as a marketing executive for one of the world’s leading consumer products companies, Mr. Krishnan brings modern marketing skills in mobile, digital, social, e-commerce, and brand management. Mr. Krishnan also brings a unique perspective as the former Chief Customer Officer for PepsiCo’s global product portfolio for one of the world’s leading retailers and possesses an extensive understanding of the retail industry, customer dynamics, and shifting consumer preferences. Our Board benefits from Mr. Krishnan’s expertise in e-commerce and omni-channel strategy and execution, and customer relationship management, all of which are directly relevant to the Company’s strategy.

  26. Skills & Expertise

    | Skills: • C-Level Leadership Experience • Retail Experience • Technology/E-Commerce • Strategic Planning/Strategy • Business Development/ Mergers and Acquisitions • Manufacturing and Operations • Supply Chain • Marketing/Brand Management | Board Committees • Compensation and Human Capital | Other Current Public Company Directorships • None |

  27. Skills & Expertise

    | | Edna K. Morris Independent Director, Chairman | Joined the Board: 2004 Age: 74 |

  28. Skills & Expertise

    Ms. Morris has served as Chief Executive Officer and Partner of Range Restaurant Group since 2008. Ms. Morris is an advisor to early-stage companies, Byte Kitchen, Luther Dryers Lemonade, and Topsail Steamers, and she currently serves on the Board of privately-held Full Course. Previously, Ms. Morris served as Senior Advisor to the Grocery, Pharmacy & Restaurants Group of Solomon Partners from 2018 to 2024. Prior to that role, from 2009 to 2019, Ms. Morris served as Managing Director of Axum Capital Partners, a private equity firm, leading the restaurant practice. Ms. Morris served as President of various organizations, including Red Lobster, the James Beard Foundation, and Quincy’s Family Steakhouse. She previously served on the Board of Einstein Noah Restaurant Group, including as a member of the Compensation Committee and as Chair of the Nominating and Governance Committee, and also served as Chair of the Compensation Committee for Cosi. Prior to these roles, Ms. Morris devoted the first 15 years of her career to Human Resources and Corporate Communications. Ms. Morris serves as Chair of the Human Capital and Compensation Steering Committee of Women’s Corporate Directors and as Chair of the Human Capital Committee Peer Exchange for the National Association of Corporate Directors.

  29. Skills & Expertise

    Skills & Expertise Ms. Morris brings over 40 years of executive leadership experience in restaurant and investment organizations of various sizes and types, in different growth stages, and with wide ranging corporate cultures, business models, and leadership styles. She is experienced in facilitating groups to achieve outcomes, including leading strategy and brand positioning work, process improvement initiatives, operational plans, acquisition planning, enterprise wide cultural and change initiatives, effective succession/development processes and compensation philosophy/programs that align with strategy and stockholders and are linked to performance. Her significant experience in leading multi-location, consumer-facing brands, human resources, executive compensation and understanding of the relationship between high performance and respectful cultures provides unique insights and expertise to our Board.

  30. Skills & Expertise

    | Skills: • CEO/Division President Experience • Other C-Level Leadership Experience • Prior Public Company Directorship • Strategic Planning/Strategy • Business Development/ Mergers and Acquisitions • Manufacturing and Operations • Marketing/Brand Management • Human Capital and Executive Compensation • Corporate Governance | Board Committees • None | Other Current Public Company Directorships • None |

  31. Skills & Expertise

    | | Sonia Syngal Independent Director | Joined the Board: 2026 Age: 56 |

  32. Skills & Expertise

    Ms. Syngal has more than 30 years of industry experience and leadership, with a proven track record in global supply chain operations, brand management and product-to-market innovation across the retail, technology and automotive sectors. Most recently, Ms. Syngal served as CEO of Gap Inc. (NYSE: GAP) from 2020 to 2022 where she led the U.S. apparel company through a period of unprecedented challenges. During her tenure, she financially stabilized the company and doubled e-commerce revenue across its portfolio of billion-dollar lifestyle brands, including Gap, Banana Republic, Old Navy and Athleta. Previously, as the CEO of Old Navy, Ms. Syngal led the brand’s strategic turnaround, expanding its market presence and e-commerce capabilities. Prior to Old Navy, she spent more than a decade in leadership and operational roles with Gap that contributed to its growth and supply chain evolution and helped expand its European outlet business. Earlier in her career, Ms. Syngal held roles of increasing responsibility with Sun Microsystems for 10 years and Ford Motor Company for six years. Ms. Syngal has served on the board of directors of Tanger Inc. (NYSE: SKT) since September 2024 and serves on the Board of Governors of Boys & Girls Clubs of America, as a senior advisor to Accenture and as a champion for Journey to Lead, a non-profit network designed to advance visionary women leaders. She has previously served on the board of directors of Foot Locker, Inc. and Gap Inc., on the board of trustees of The Gap Foundation, as a member of the California Governor’s Task Force on Business and Jobs Recovery and on the steering committee of The Fashion Pact, a non-profit organization focused on a nature positive and net-zero future for fashion. Ms. Syngal earned a Bachelor of Science in Mechanical Engineering from Kettering University and a Master of Science in manufacturing systems engineering from Stanford University.

  33. Skills & Expertise

    Skills & Expertise Ms. Syngal brings over 30 years of executive leadership in the global retail industry, with deep expertise in global supply chain operations, brand management, product innovation, talent development, and global operations. She has led large, multi-brand, consumer-facing public companies through strategic transformations and expansion of their e-commerce platforms. Our Board benefits from Ms. Syngal’s extensive operational and brand leadership experience.

  34. Skills & Expertise

    | Skills: • CEO/Division President Experience • Other C-Level Leadership Experience • Current Outside Public Company Directorship • Prior Public Company Directorship • Retail Experience • Technology/E-Commerce • Strategic Planning/Strategy • Business Development/ Mergers and Acquisitions • Manufacturing and Operations • Supply Chain • Marketing/Brand Management • Human Capital and Executive Compensation • Corporate Responsibility and Sustainability • Public Policy/Government Relations • Corporate Governance | Board Committees • None | Other Current Public Company Directorships • Tanger Inc.; 2024 (Compensation Committee) |

  35. Skills & Expertise

    | | Mark J. Weikel Independent Director | Joined the Board: 2014 Age: 70 |

  36. Skills & Expertise

    Mr. Weikel served as President and Chief Executive Officer of Retail Optical North America at Luxottica Group S.p.A. (“Luxottica Group”) from 2013 to 2014 and Senior Business Advisor from March 2014 to December 2014. Mr. Weikel was President and General Manager for LensCrafters at Luxottica Group from 2011 to 2013. Mr. Weikel joined Luxottica in 2010 as Senior Vice President and General Manager of Sunglass Hut North America. Prior to joining Luxottica, Mr. Weikel was Chief Operating Officer of Lord & Taylor from 2007 to 2008. He held a variety of leadership roles including Chief Operating Officer and President at Victoria’s Secret, from 2003 to 2007. Before that, he held a variety of leadership roles with the May Department Stores Company, including Chief Financial Officer and Chairman for Foley’s Department Stores.

  37. Skills & Expertise

    Skills & Expertise Mr. Weikel brings years of executive leadership and financial experience to our Board with expertise in corporate strategy development and execution. Additionally, his broad-based experience as a chairman, chief executive officer, president, and chief operating officer of various retailers gives him an in-depth understanding of the retail industry, including customer dynamics, shifting consumer preferences, and e-commerce. His extensive retail experience and financial expertise enhances the Board’s understanding of the retail industry and financial matters.

  38. Skills & Expertise

    | Skills: • CEO/Division President Experience • Retail Experience • Technology/E-Commerce • Strategic Planning/Strategy • Manufacturing and Operations • Marketing/Brand Management • Human Capital and Executive Compensation • Accounting/Finance • Corporate Governance | Board Committees • Audit • Compensation and Human Capital (Chair) | Other Current Public Company Directorships • None |

  39. Skills & Expertise

    | | Harry A. Lawton III President, Chief Executive Officer and Director | Joined the Board: 2020 Age: 51 |

  40. Skills & Expertise

    Mr. Lawton serves as President and Chief Executive Officer of the Company since January 2020. Previously, Mr. Lawton served as President of Macy’s Inc. from 2017 to 2019. From 2015 to September 2017, Mr. Lawton served as Senior Vice President, North America at eBay, Inc.. 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. Mr. Lawton was appointed as a director of Wayfair Inc. in November of 2025. Mr. Lawton also previously served as a director of Sealed Air Corporation from 2019 to February 2026 and a director of Buffalo Wild Wings, Inc. from 2016 to 2018.

  41. Skills & Expertise

    Skills & Expertise Mr. Lawton brings to our Company proven experience and leadership developed across numerous disciplines within the retail industry. He has served as an executive for several of the world’s largest publicly-traded retail companies with expertise in e-commerce, merchandising, marketing, operations, technology, and consumer insights and analytics. With over 15 years of experience in the retail industry, Mr. Lawton has previously served as President of Macy’s, Inc. where he was responsible for all aspects of the Macy’s brand, Senior Vice President, North America at eBay, Inc. where his responsibilities included merchandising, marketing, and operations, and a number of leadership positions at Home Depot, Inc., including Senior Vice President of Merchandising and head of their online business. With his expansive experience in the retail industry, Mr. Lawton has established himself as the appropriate leader to build on the Company’s success and lead the Company in its next stage of growth and development.

  42. Skills & Expertise

    | Skills: • CEO/Division President Experience • Current Outside Public Company Directorship • Prior Public Company Directorship • Retail Experience • Technology/E-Commerce • Strategic Planning/Strategy • Business Development/ Mergers and Acquisitions • Human Capital and Executive Compensation • Corporate Governance | Board Committees • None | Other Current Public Company Directorships • Wayfair Inc.; November 2025 |

  43. Skills & Expertise

    | FOR | The Board unanimously recommends that the stockholders of the Company vote “FOR” the election of each of the nominees. |

  44. Compensation of Directors

    Compensation of Directors The Compensation and Human Capital Committee has the responsibility to review compensation for the Company’s directors periodically and recommend changes, as appropriate, to the full Board. For the 2025-2026 term, the Board approved the following retainer fees for non-employee directors, which were unchanged from the retainers paid for the 2024-2025 term.

  45. Compensation of Directors

    | Independent Chair (1) | $195,000 | | Board Retainer | 95,000 | | Audit Committee Chair (2) | 20,000 | | Audit Committee Member | 17,000 | | Compensation and Human Capital Committee Chair (2) | 15,000 | | Compensation and Human Capital Committee Member | 10,000 | | Corporate Governance and Nominating Committee Chair (2) | 10,000 | | Corporate Governance and Nominating Committee Member | 10,000 |

  46. Compensation of Directors

    | (1) The Independent Chair is entitled to a flat retainer and does not receive additional Board or Committee Member retainer fees. |

  47. Compensation of Directors

    | (2) Committee Chair positions are entitled to both the Committee Chair retainer fee and the Committee Member retainer fee. |

  48. Compensation of Directors

    The annual retainers are due and paid quarterly in cash. The Company maintains the Tractor Supply Company Directors Stock Election Plan, which allows non-employee directors of the Company to elect to have fifty percent or all of the cash compensation otherwise payable by the Company to such non-employee directors to be paid in the form of shares of the Company’s Common Stock in lieu of cash, in accordance with the 2018 Omnibus Incentive Plan (the “2018 Plan”). Additionally, the Tractor Supply Company Directors Stock Election Plan allows for non-employee directors who elect to receive Common Stock in lieu of cash to irrevocably elect to defer the payment of the Common Stock to either (i) the date of the non-employee director’s termination of service from the Board; or (ii) a date specified by the non-employee director. Each of the non-employee directors also receives a grant of RSUs pursuant to the 2018 Plan annually upon election or re-election. Directors who are also employees of the Company, like Mr. Lawton, receive no additional compensation for serving on the Board or any committee thereof. In 2025, grants of RSUs valued on the date of grant at approximately $165,000 were made to non-employee directors other than the independent chair, and the independent chair was granted RSUs valued on the grant date at approximately $265,000. All RSU awards granted to non-employee directors are made at the commencement of the new director term and vest on the one-year anniversary of the grant date. Settlement of RSUs may be irrevocably deferred until the end of such director’s service on the Board or such other date as the director elects. In addition, our non-employee directors are subject to stock ownership guidelines, as further described in “Corporate Governance-Director Stock Ownership Guidelines.” The Company also reimburses all directors for out-of-pocket expenses incurred in connection with their attendance at Board and committee meetings. The following table provides compensation information for the fiscal year ended December 27, 2025, for each individual who served as a member of our Board during such period, other than Mr. Lawton, whose compensation is reflected in the “2025 Summary Compensation Table.”

  49. Compensation of Directors

    | Name | Fees Earned or Paid in Cash | Stock Awards (1) (2) | All Other Compensation | Total | | Joy Brown | $122,000 | $164,975 | $ — | $286,975 | | Rick Cardenas | $142,000 | $164,975 | $ — | $306,975 | | Meg Ham (3) | $105,000 | $164,975 | $ — | $269,975 | | André Hawaux | $122,000 | $164,975 | $ — | $286,975 | | Denise L. Jackson | $125,000 | $164,975 | $ — | $289,975 | | Ramkumar Krishnan (3) | $105,000 | $164,975 | $ – | $269,975 | | Edna K. Morris | $195,000 | $264,997 | $ — | $459,997 | | Mark J. Weikel | $137,000 | $164,975 | $ — | $301,975 |

  50. Compensation of Directors

    | (1) Each of our non-employee directors received an annual award of RSUs. This column reflects the aggregate grant date fair value of those RSU awards. For each non-employee director, the number of RSUs granted was determined by dividing the fair market value of the award by $52.31, the closing price of the Company’s Common Stock on May 13, 2025, the date preceding the grant date, discounted for the expected dividend yield. Such awards vest on the one-year anniversary of the grant date, with the related expense recognized ratably over the vesting period. |

  51. Compensation of Directors

    | (2) The aggregate number of shares underlying stock awards outstanding at fiscal year-end for each non-employee director is set forth in the table below. Directors receive fractional shares upon settlement; however, for purposes of this table, share numbers have been rounded down to the nearest whole share. |

  52. Compensation of Directors

    | Name | Number of Vested Deferred RSU Awards | Number of Unvested RSU Awards | | Joy Brown | 7,245 | 3,213 | | Rick Cardenas | 11,507 | 3,213 | | Meg Ham | 3,767 | 3,213 | | André Hawaux | — | 3,213 | | Denise L. Jackson | 27,410 | 3,213 | | Ramkumar Krishnan | 36,736 | 3,213 | | Edna K. Morris | 24,980 | 5,161 | | Mark J. Weikel | — | 3,213 |

  53. Compensation of Directors

    | (3) Ms. Ham and Mr. Krishnan elected to receive shares of the Company’s Common Stock with a value of $105,000 each, in lieu of an equivalent amount of their annual cash retainers. |

  54. Our Executive Compensation Practices

    | We DO Have This Practice | | We DO NOT Have This Practice | | | ✓ | Incentive award performance metrics that are objective and tied to our strategic priorities | × | Repricing of options without stockholder approval | | ✓ | PSUs with vesting subject to the achievement of rigorous performance metrics and a relative TSR modifier | × | Hedging transactions or short sales by executive officers or directors | | ✓ | Robust stock ownership guidelines and minimum holding requirements | × | Tax gross-ups for Named Executive Officers | | ✓ | Compensation recoupment “claw-back” policy | × | Excessive perquisites | | ✓ | Robust anti-hedging and anti-pledging policy | × | Excise tax gross-ups upon change in control | | ✓ | Minimum vesting requirements in equity plan for equity awards to promote retention and long-term stockholder alignment | × | Payout of dividends or dividend equivalents on unearned or unvested equity | | ✓ | A significant portion of executive compensation is allocated to equity incentives to foster alignment with our stockholder interests | × | Pension or defined benefit supplemental executive retirement plan (SERP) | | ✓ | Annual “say-on-pay” advisory votes | × | High percentage of fixed compensation | | ✓ | Annual executive compensation risk assessment by third party | × | Single trigger change in control provision for severance and acceleration of equity awards | | ✓ | Market comparison of executive compensation against a relevant peer group | × | Liberal change in control definition in equity award or change in control agreements |

  55. Annual Total Compensation Program Elements and Targets Overview

    Annual Total Compensation Program Elements and Targets Overview Our executive compensation program is built upon our performance-driven culture and long-standing executive compensation philosophies and objectives, as described below under “Our Executive Compensation Philosophy and Framework,” which we believe have been key contributors to our long-term success. Accordingly, our financial results and stock performance are reflected in the compensation earned by our Named Executive Officers in fiscal 2025, which we believe is indicative of the linkage between the Company’s business strategy and pay philosophy – to be a best-in-class performer driven by best-in-class talent that has a vested interest in our collective, sustainable success. We use a mix of base salary, short-term incentives and long-term incentives that are designed to reward outstanding Company and individual performance and the creation of stockholder value. The following chart highlights the annual target pay mix for our Chief Executive Officer and the other Named Executive Officers as a group during fiscal 2025. Because this chart highlights our annual compensation program, this chart excludes the November 2025 retention equity awards granted to our Chief Executive Officer. As noted further below, in November 2025, the independent members of the Board, upon recommendation of the Compensation and Human Capital Committee, granted our Chief Executive Officer retention equity awards, with 60% of the grant value delivered in the form of PSUs and the remaining 40% of the grant value delivered in the form of RSUs, with the RSUs subject to a longer vesting schedule than the Company’s annual long-term incentives.

  56. Annual Total Compensation Program Elements and Targets Overview

    | Form of Compensation | CEO | Other NEOs (Aggregate) | Description | | Base Salary | | | Fixed cash compensation provides executives with a foundational compensation for their day-to-day responsibilities. Base salaries for our executives are reviewed annually and adjusted when deemed appropriate, including to reflect material changes to an executive’s role and to maintain market competitiveness. | | Cash Incentive Plan (“CIP”) | | | Our CIP is designed to motivate and reward our executives for successfully executing our near-term business plans and thereby achieving superior financial results important for our ability to drive long-term growth. CIP compensation consists of a cash bonus tied to the Company’s achievement of target net income, target net sales and certain strategic initiatives. | | Long-Term Incentives | | | Our long-term incentive (“LTI”) compensation program is the largest component of our annual target pay mix and is designed to motivate and reward executives for successfully executing our long-term business plan and to further align interests of our executives with those of our stockholders. Grants are awarded in the form of stock options (weighted 25%), RSUs (weighted 25%), and PSUs (weighted 50%). Stock options and RSUs are subject to minimum service-based vesting periods and the vesting of PSUs is subject to the achievement of targets for growth in net sales and earnings per diluted share, subject to adjustment based on our relative TSR performance. The value of all three forms of LTI compensation is based on the market value of our stock and, therefore, links our executive pay to our stock price performance. |

  57. Annual Total Compensation Program Elements and Targets Overview

    | * The percentages reflected above for the Chief Executive Officer exclude his November 2025 retention equity awards, as described below. |

  58. Cash Incentive Plan (CIP)

    Cash Incentive Plan (CIP) The CIP is our cash-based, annual incentive plan for executive officers and is designed to motivate and reward our executives for successfully executing our short-term business plans and thereby achieving superior financial results. The Compensation and Human Capital Committee will continue to refine the CIP as it deems appropriate to continue to align the incentives of our Named Executive Officers with the Company’s strategic priorities and the interests of our stockholders.

  59. 2025 CIP Performance Goals and Results

    2025 CIP Performance Goals and Results In February 2025, the Compensation and Human Capital Committee approved the Company’s 2025 CIP, under which participants were eligible to receive a cash bonus dependent upon the Company’s net income for the year in comparison to a net income target set by the Board (60% weighting), a net sales target set by the Board (25% weighting) and the achievement of certain strategic initiatives described below (15% weighting). The Compensation and Human Capital Committee determined to add a net sales goal to the 2025 CIP to support a focus on top-line growth in order to incentivize our Named Executive Officers to continue to focus on our profitability, broaden the financial performance criteria under the 2025 CIP and align the CIP with leading market practices. The Compensation and Human Capital Committee utilized net sales as an element in both the 2025 CIP and LTI compensation program. When designing the Company’s 2025 executive compensation program, the Compensation and Human Capital Committee evaluated a range of performance metrics for purposes of the Company’s incentive programs and considered input from management and Peal Meyer. Based on such review, the Compensation and Human Capital Committee determined that net sales is a core driver of the Company’s performance and stockholder value creation and was an appropriate component in both the 2025 CIP and LTI compensation program. In recognition of the Company’s use of net sales in both the 2025 CIP and LTI compensation program, the Compensation and Human Capital Committee continued its historical practice of including multiple measures under the 2025 CIP and LTI compensation program in order to strike an appropriate balance with respect to incentivizing top-line growth, profitability, non-financial business imperatives and stockholder returns over both the short-term and long-term horizons. The following table sets forth the target achievement levels and our actual 2025 results with respect to the net income and net sales metrics. As it did in 2024 with respect to the net income metric, the Compensation and Human Capital Committee approved target payout ranges for the net income metric and the new net sales metrics to recognize the market volatility and economic uncertainty at the time the CIP targets were set. For attainment of net income and net sales amounts within the range of each percentage referenced below, the Company interpolates the actual CIP amount payable. The Company’s net income target for fiscal 2025 under the CIP ranged from $1.15 billion to $1.17 billion, which represented an increase of 4.1% to 6.2% over our fiscal 2024 net income. The Company’s net sales target for fiscal 2025 under the CIP ranged from $15.76 billion to $15.87 billion, which represented an increase of 5.9% to 6.6% over our fiscal 2024 net sales.

  60. 2025 CIP Performance Goals and Results

    | | Performance Level | | | | | | Performance Metric | Threshold (25% payout) | Target Range (100% payout) | Overachieve (150% payout) | Maximum (200% payout) | Actual Results | | Net Income (weighted 60% of target) (in thousands) | $984,000 | $1,146,000-$1,170,000 | $1,274,000 | $1,332,000 | $1,096,087 | | Net Sales (weighted 25% of target) (in thousands) | $15,025,000 | $15,762,000-$15,868,000 | $16,342,000 | $16,605,000 | $15,524,046 |

  61. 2025 CIP Performance Goals and Results

    Under the terms of the CIP, target net income is defined as budgeted net income, which is intended to be a challenging but attainable target if the Company successfully executes on its operating plan for the year. In determining budgeted net income for fiscal 2025, the Board considered a number of factors, including general economic conditions, performance trends in our business, growth rates of comparable retailers and investor expectations. For purposes of the CIP, net sales is defined as the Company’s consolidated net sales, as determined according to U.S. GAAP and reported on the Company’s Annual Report on Form 10-K. 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. Net sales for fiscal 2025 were $15.52 billion, compared to $14.88 billion in fiscal 2024. As a result, the actual net income was 95% of the midpoint of the target net income range of $1.16 billion and the actual net sales was 98% of the midpoint of the target net sales range of $15.82 billion. Under the terms of the CIP, the Compensation and Human Capital Committee may exclude any extraordinary or unusual items when determining whether the net income and net sales targets are met. However, the Compensation and Human Capital Committee did not make any such adjustments in determining the percentage of the net income and net sales targets achieved in fiscal 2025. Based on the achievement with respect to the net income and net sales performance metrics, the Compensation and Human Capital Committee certified a payout equal to 76% and 75% of each Named Executive Officer’s CIP target allocated to net income and net sales, respectively. The three strategic initiatives for the fiscal 2025 CIP, which are focused on driving overall business growth, are described in the table below.

  62. 2025 CIP Performance Goals and Results

    | Strategic Initiative | Weight | Description | Actual Results (% of Target) | Weighted Payout | | Localization | 5.0% | Drive profitable sales growth by delivering the right product, in the right place, at the right time, in the right space | 200.0% | 10.0% | | Neighbor’s Club/Rx | 5.0% | Leverage Allivet prescription business to 1) grow prescription and pet and animal sales, 2) retain and grow market share with existing pet and animal customers, and 3) acquire new pet and animal customers | 0.0% | 0.0% | | Final Mile | 5.0% | Build on existing foundation to provide a comprehensive final mile delivery solution to unlock greater market share, enhance customer experience, and positively impact financial performance as measured against pre-established quantitative goals | 129.6% | 6.5% | | | | Total Weighted Strategic Initiatives Payout: | | 16.5% |

  63. 2025 CIP Performance Goals and Results

    The Compensation and Human Capital Committee selected the strategic initiatives described above in order to further enhance the linkage between pay and performance. Each strategic initiative is informed through a combination of bottom-up analysis of past performance (when available), top-down assessments of the annual progress required to meet the long-range plan objectives for such initiative and competitive research to benchmark the achievability of the initiative. Performance levels of the strategic objectives were designed to be challenging but achievable with strong management performance.

  64. 2025 CIP Payouts

    2025 CIP Payouts Under the terms of the CIP, the Compensation and Human Capital Committee has the discretion to withhold all or a portion of the bonuses based upon subjective factors such as individual executive performance, unusual and non-recurring factors, and strategic long-term decisions affecting Company performance during the year. The Compensation and Human Capital Committee did not make any such adjustments to the bonuses for fiscal 2025. The graphic below illustrates the payout calculations under the 2025 CIP, and the table below sets forth the target and actual payout amounts for each other Named Executive Officer under the 2025 CIP, in each case, based on the results described above:

  65. 2025 CIP Payouts

    | Executive | Base Salary ($) | CIP Target (% of Base Salary) | CIP Target ($) | CIP Payout (% of Target) | CIP Payout ($)(1) | | Harry A. Lawton III | 1,350,000 | 150% | 2,025,000 | 80.8% | 1,635,837 | | Kurt D. Barton | 800,000 | 85% | 680,000 | 80.8% | 549,318 | | Robert D. Mills | 750,000 | 75% | 562,500 | 80.8% | 454,399 | | J. Seth Estep | 740,000 | 75% | 555,000 | 80.8% | 448,341 | | John P. Ordus | 675,000 | 75% | 506,250 | 80.8% | 408,959 |

  66. 2025 CIP Payouts

    | (1) Amounts paid under the CIP are based on the Named Executive Officers’ annual base salary in effect on the last day of the Company’s fiscal year and the final achievement percentage attained for the applicable performance metrics. |

  67. 2025 CIP Payouts

    The range of possible fiscal year 2025 CIP payments for each Named Executive Officer is shown in the 2025 Grants of Plan-Based Awards Table in the columns titled “Threshold,” “Target” and “Maximum” under the heading titled “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” and the actual amount of CIP payments for each Named Executive Officer is shown in the 2025 Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.”

  68. Long-Term Incentive (LTI) Compensation

    Long-Term Incentive (LTI) Compensation LTI awards are issued under the 2018 Plan. The awards granted under our LTI program serve to balance our short-term incentives by encouraging executives to work toward the creation of stockholder value over the longer term. The program is designed to directly align executive and stockholder interests, promote executive stock ownership, and attract and retain top performers. In determining the size of LTI awards, the Compensation and Human Capital Committee considers, among other things, the impact on the burn rate under the 2018 Plan and the dilution to our stockholders of such awards. The 2018 Plan requires that all awards granted under the plan have a minimum vesting period of at least one year from the grant date, except in limited circumstances. In addition, our executives are required to comply with the Company’s stock ownership requirements. See “Stock Ownership Guidelines.”

  69. 2025 Target LTI Opportunity*

    2025 Target LTI Opportunity*

  70. 2025 Target LTI Opportunity*

    | * Excludes the Retention Equity Awards (as defined below) granted to Mr. Lawton in November 2025, which have a five-year performance period for the Retention PSU Award (as defined below) and a five-year vesting schedule for the Retention RSU Award (as defined below), each as further described above. |

  71. 2025 Target LTI Opportunity*

    As noted above, consistent with the Company’s compensation philosophy of aligning executive officers’ interests with stockholders and to further support the execution of the Company’s long-term strategy, the Compensation and Human Capital Committee allocated the majority of Mr. Lawton’s total target direct compensation increase to his fiscal 2025 Target LTI Opportunity. Accordingly, the grant date fair value of the fiscal 2025 Target LTI Opportunity provided to Mr. Lawton increased by $500,000 as compared to his fiscal 2024 Target LTI in recognition of the Company’s strong performance in 2024 and in order to more closely align his equity compensation with the 50th percentile of the compensation peer group. In addition, after reviewing market data, the Compensation and Human Capital Committee approved increases to the fiscal 2025 Target LTI Opportunities for the other Named Executive Officers, ranging from $100,000 to $300,000, to more closely align their compensation with that of similarly situated executives at the members of our compensation peer group and to reflect an expansion of their responsibilities. Stock Options. As noted above, 25% of our Target LTI Opportunity in fiscal 2025 consisted of stock options. Because stock options only have value to the executive if the price of the Company’s Common Stock increases after the grant date, we believe these awards closely align executives’ interests with those of other stockholders by encouraging growth in financial results and other key performance metrics that can positively impact the Company’s stock price. All of the stock options granted in fiscal 2025 have minimum vesting periods, with the stock options vesting ratably each year over a three-year period that begins on the grant date. Stock options expire ten years after the grant date. RSUs. As noted above, 25% of the target LTI Opportunity in fiscal 2025 consisted of RSUs. We believe RSUs align stockholder and executive interest and serve as an effective retention tool. Like stock options, grants of RSUs are designed to reward our executive officers for creating long-term stockholder value. Unlike stock options, however, RSUs represent the full value of a share of the Company’s Common Stock and have value whether or not the price of the Company’s stock increases following the grant date. However, the value of RSUs fluctuates based on the Company’s stock price. All RSUs granted to the Named Executive Officers (other than the Retention RSU Award granted to Mr. Lawton in November 2025) in fiscal 2025 vest ratably, subject to continued employment, each year over a three-year period that begins on the grant date. Please see “CEO Retention Equity Awards” below for a description of Mr. Lawton’s Retention RSU Award, which has an extended vesting period through the five-year anniversary of the grant to support the Company’s retention of Mr. Lawton. PSUs. The remaining 50% of our Target LTI Opportunity in fiscal 2025 consisted of PSUs. The number of PSUs that vest, if any, is based upon the achievement of the targeted performance metrics. The performance metrics for the PSUs are growth in net sales and growth in earnings per diluted share, with each of the metrics weighted 50%. Like stock options, grants of PSUs are designed to reward our executive officers for creating long-term stockholder value. Unlike stock options, however, if the performance thresholds are not met, the PSUs do not vest and the executive does not receive compensation. If the performance thresholds and the service conditions are met, PSUs vest and a vested PSU represents the full value of a share of the Company’s Common Stock. The value of PSUs also fluctuates based on the Company’s stock price. The achievement of the performance metrics for PSUs granted in fiscal 2025 (other than the Retention PSU Award granted to Mr. Lawton in November 2025) is dependent upon the Company’s annual net sales and earnings per diluted share for fiscal 2027 as compared to the target level of achievement set by the Board. The target level of achievement for PSUs is set by the Board in consideration of a number of factors, including general economic conditions, performance trends in our business, growth rates of comparable retailers, and investor expectations. The earnings per diluted share target also includes an assumption of share repurchase activity over the performance period. The performance goals were designed to be challenging but attainable if the Company successfully executes on its long-term operating plan and achieves strong, sustained performance over the three-year performance period. In 2025, performance metrics for the annual PSU grants also include a relative TSR modifier. The relative TSR modifier was included in order to continue to enhance the linkage between pay and performance. The performance targets for the net sales and earnings per diluted share metrics applicable to the PSUs granted in 2025 represent proprietary information and the Company has determined that their disclosure at this time poses competitive harm concerns to the Company. Consistent with the Company’s historical practice, the applicable performance hurdles and actual performance results will be fully disclosed by the Company following the completion of the performance period. For grants in 2025, the application of the TSR modifier may result in the number of shares earned from PSU awards being reduced or increased by up to 25% if TSR over the three-year performance period relative to the S&P 500 on the first day of the performance period (“comparator group”) falls outside of a defined range. Specifically, after the performance results are certified, the vesting level of the award will be modified up or down as follows, if applicable:

  72. 2025 Target LTI Opportunity*

    | If TSR over the three-year performance period is: | Then: | | At or above the 75th percentile of the comparator group | The award will be increased 25% | | At or above the 25th and below the 75th percentile of the comparator group | No change to the award | | Below the 25th percentile of the comparator group | The award will be decreased 25% |

  73. 2025 Target LTI Opportunity*

    The value of the PSU grants reflects the grant date fair value of the awards assuming target level of achievement. The actual achievement may be higher or lower than the target and the actual number of shares awarded may be more or less. The actual number of shares awarded with respect to the fiscal 2025 grants may also be more or less as a result of the relative TSR modifier. Once the performance period ends, the Compensation and Human Capital Committee will consider all relevant factors, including the impact of share repurchases, in order to determine whether the targets were met and, if so, the corresponding level of achievement. If the performance targets are met, all PSUs granted to the Named Executive Officers in fiscal 2025 (other than the Retention PSU Award granted to Mr. Lawton in November 2025) will vest 100% on the third anniversary of the grant date, subject to continued employment through the vesting date. Please see “CEO Retention Equity Awards” below for a description of Mr. Lawton’s Retention PSU Award, which has a five-year performance period. In addition, in connection with the grant of the 2025 PSUs, each of the Named Executive Officers entered into a protective agreement which provides that, during the course of such Named Executive Officer’s employment and for 24 months for the CEO or for 18 months for each of the other Named Executive Officers following the termination of his employment for any reason, the Named Executive Officer will not perform the same or similar responsibilities that he performed for the Company for any competitor of the Company in connection with a competing product or service, will not solicit or employ current or former team members of the Company, and will not directly or indirectly interfere with the Company’s relationships with its vendors or suppliers. The protective agreement further provides that the Named Executive Officer will not disclose or use confidential or proprietary information or trade secrets of the Company so long as such information remains confidential and will not disparage the Company or its affiliates at any time. In the event of a breach of the protective agreement by the Named Executive Officer, the 2025 PSUs will be automatically forfeited.

  74. Achievement for 2023-2025 PSU Grants

    Achievement for 2023-2025 PSU Grants Each of our Named Executive Officers was an executive officer of the Company when PSUs were granted in 2023 under the 2018 Plan. The performance metrics for the fiscal 2023 PSUs were net sales and earnings per diluted share, each measured based on fiscal 2025 performance, as compared to the target level of achievement set by the Board at the time of grant in 2023, with each of the metrics weighted at 50%. The earnings per diluted share target also included an assumption of share repurchase activity over the performance period. The potential range of achievement and actual achievement for the PSUs granted in fiscal 2023 are indicated in the following table:

  75. Achievement for 2023-2025 PSU Grants

    | | | Fiscal 2025 Potential Achievement | | | | | PSU Performance Metrics | | Threshold (50% Achievement) | Target (100% Achievement) | Maximum (200% Achievement) | Actual Achievement | | Net Sales (in thousands) | 50% Weight | $16,252 | $17,300 | $18,348 | $15,524 | | Earnings per Diluted Share (1) | 50% Weight | $2.39 | $2.53 | $2.67 | $2.06 |

  76. Achievement for 2023-2025 PSU Grants

    The 2023 PSU awards also included a relative TSR modifier, the application of which could result in the number of shares earned from the 2023 PSU awards being reduced or increased by up to 25% if TSR over the three-year performance period relative to the S&P 500 on the first day of the performance period fell outside of a defined range, as reflected in the table below.

  77. Achievement for 2023-2025 PSU Grants

    | If TSR over the three-year performance period is: | Then: | | At or above the 75th percentile of the comparator group | The award will be increased 25% | | At or above the 25th and below the 75th percentile of the comparator group | No change to the award | | Below the 25th percentile of the comparator group | The award will be decreased 25% |

  78. Achievement for 2023-2025 PSU Grants

    As threshold performance was not achieved for either the net sales or the earnings per diluted share metric, the 2023 PSUs that were granted to the Named Executive Officers were forfeited.

  79. CEO Retention Equity Awards

    CEO Retention Equity Awards In approving the CEO Retention Equity Award, the Compensation and Human Capital Committee, with the support of its independent compensation consultant, undertook an in-depth quantitative and qualitative review of relevant market data to determine the grant value deemed appropriate to retain and incentivize Mr. Lawton through an extended vesting and performance period. As part of its assessment, the Compensation and Human Capital Committee benchmarked special and one time equity awards granted to chief executive officers at companies of comparable size, operating complexity and business model. The Compensation and Human Capital Committee also considered broader industry benchmarks and prevailing market practices with respect to one-time grants to provide additional references. Importantly, in the context of the Company’s historical compensation framework, there have been no comparable special or one-time retention equity awards granted to a chief executive officer or any of the Company’s executive officers in the past decade. The Compensation and Human Capital Committee further evaluated the potential cost, disruption and execution risks associated with retaining or recruiting a new chief executive officer of comparable caliber, experience, leadership capability and strategic relevance to the Company as Mr. Lawton. Based on this comprehensive review, the Compensation and Human Capital Committee determined that an award with a targeted grant value of $20 million, together with its predominantly at-risk, performance-based structure, positioned Mr. Lawton’s total realizable compensation opportunity to be reasonable relative to the market, while remaining aligned with the Company’s pay-for-performance philosophy and long term growth ambitions. The Compensation and Human Capital Committee further concluded that the award was appropriate to support retention and leadership continuity through a critical period of execution, reinforcing alignment between Mr. Lawton’s incentives, stockholder interests and the Company’s 2030 Life Out Here growth strategy. Accordingly, on November 5, 2025, the independent members of the Board, upon recommendation of the Compensation and Human Capital Committee, unanimously approved retention equity awards to Mr. Lawton consisting of (i) a PSUs with a target grant date value of $12,000,000, which will vest on February 5, 2031 based on the Company’s TSR relative to the constituents of the S&P 500 Index over the January 1, 2026 through December 31, 2030 performance period (the “Retention PSU Award”), and (ii) RSUs with a grant date fair value of $8,000,000, which will vest in equal installments on each of the third, fourth and fifth anniversaries of the grant date (the “Retention RSU Award” and, together with the Retention PSU Award, the “Retention Equity Awards”), in each case, subject to Mr. Lawton’s continued employment with the Company through each applicable vesting date. The Retention Equity Awards are designed to retain Mr. Lawton in a competitive marketplace for proven, successful chief executive officers through extending vesting periods while further aligning his interests with those of our stockholders with a back-loaded vesting schedule tied to our Life Out Here 2030 execution timeline, as shown below: The structure of the Retention Equity Awards were developed after considering the input of Pearl Meyer & Partners, LLC (“Pearl Meyer”), the Compensation and Human Capital Committee’s independent compensation consultant and following market practices with respect to similar equity awards, resulting in the following features:

  80. CEO Retention Equity Awards

    | Majority Performance-Based: | 60% of the Retention Equity Awards are in the form of PSUs and 40% are in the form of RSUs. | | Extended Vesting Periods: | Both the Retention PSU Award and Retention RSU Award vest over a five-year period (rather than the three-year period that applies to our annual LTI awards) to align with our Life Out Here 2030 strategy, and subject to the achievement of the applicable relative TSR performance goal in the case of the Retention PSU Award. In addition, the vesting schedule for the Retention RSU Award is backloaded so that the award does not begin to vest until the conclusion of the third year following the grant date, which is designed to align the structure of the award with the Company’s objectives to retain Mr. Lawton through the award’s vesting period. | | Relative TSR Performance Goal: | The Retention PSU Award will vest based on the Company’s total shareholder return relative to the constituents of the S&P 500 Index over the January 1, 2026 through December 31, 2030 performance period. To incentivize above-market performance, the Company’s relative total shareholder return over the performance period must be at or above the 55th percentile of the comparator group in order to achieve target performance. The Company’s relative total shareholder return over the performance period must be at or above the 30th percentile of the comparator group to achieve threshold performance and at or above the 80th percentile to achieve maximum performance. | | Maximum Value Cap: | The Retention PSU Award provides that the number of PSUs earned pursuant to the award will be reduced as needed so that the value of the PSUs earned (measured based on the average closing price of a share of Company common stock over the final twenty trading days in the performance period, assuming the reinvestment of any dividends) does not exceed five times the target value of the award on the grant date (measured based on the closing price of the Company’s common stock on the grant date). | | Vesting Capped if TSR is Negative: | Regardless of the Company’s relative TSR, vesting for the Retention PSU Award will be capped at 100% of target if the Company’s actual TSR over the performance period is negative. |

  81. CEO Retention Equity Awards

    | Termination Provisions: | In the event that Mr. Lawton’s employment is terminated by the Company without cause or by Mr. Lawton for good reason, then the Retention PSU Award will vest on a prorated basis based on performance through the termination date. In the event of Mr. Lawton’s “retirement” (as defined in the applicable award agreement), the Retention PSU Award will vest on a prorated basis based on actual performance through the end of the performance period and the Retention RSU Award will vest to the extent that it would have vested if Mr. Lawton had remained employed through the end of the calendar year in which the retirement occurs. The retirement vesting provisions were structured to support an orderly transition of duties and retain Mr. Lawton through a management transition in the event of Mr. Lawton’s retirement. For purposes of the Retention Equity Awards, “retirement” means the termination of Mr. Lawton’s active employment with the Company or any of its subsidiaries or affiliates other than by the Company for “cause” or due to Mr. Lawton’s death or “permanent disability” (each as defined in the applicable award agreement) and on or after having reached the age of 54 and five years of service with the Company; provided, that (i) in the case of a voluntary resignation, Mr. Lawton provides advanced written notice of such resignation to the Company at least (A) three months following the grant date and (B) six months prior to the effective date of such resignation, (ii) at the time of such resignation, Mr. Lawton’s successor as CEO has been appointed by the Board and publicly disclosed, (iii) if requested by the Board, Mr. Lawton agrees to provide reasonable transition services for up to six months following the appointment of a successor to the CEO position, and (iv) at the time of Mr. Lawton’s written notice of retirement and subsequent resignation, there are no circumstances that would entitle the Company to terminate his employment for cause. | | Restrictive Covenants: | In connection with the granting of the Retention Equity Awards, Mr. Lawton entered into a protective agreement which provides that, during the course of his employment and for 24 months following the termination of his employment for any reason, Mr. Lawton will not perform the same or similar responsibilities that he performed for the Company for any competitor of the Company in connection with a competing product or service, will not solicit or employ current or former team members of the Company, and will not directly or indirectly interfere with the Company’s relationships with its vendors or suppliers. The protective agreement further provides that Mr. Lawton will not disclose or use confidential or proprietary information or trade secrets of the Company so long as such information remains confidential and will not disparage the Company or its affiliates at any time. In the event of a breach of the protective agreement by Mr. Lawton, the Retention Equity Awards will be automatically forfeited. |

  82. Fiscal 2025 Individual Compensation Decisions

    | • | Oversaw capital deployment to support long-term growth and productivity, including approximately $894.8 million of capital expenditures in fiscal 2025 across new stores, supply chain capacity, information technology and store investments; |

  83. Fiscal 2025 Individual Compensation Decisions

    | Target Compensation | Compensation Components and Considerations | | $12.625 million | Base Salary: Mr. Lawton’s base salary was $1,350,000 for fiscal 2025, an increase of 3.85% from $1,300,000 in 2024. Annual CIP: Mr. Lawton’s target award under the CIP was 150% of his base salary. However, the award can range from 0% of his base salary, if the Company achieves less than 85% of target net income, less than 95% of target net sales and below threshold for each of the three strategic initiatives, to 300% of his base salary, if the Company’s net income meets or exceeds 115% of the target, the Company’s net sales meets or exceeds 105% of the target, and each strategic initiative meets or exceeds maximum. As a result of the Company attaining 95% of target net income, 98% of target net sales, and two of the three strategic initiatives attaining above target achievement, Mr. Lawton was awarded 80.8% of his target payout under the CIP for fiscal 2025. Long-Term Incentive: Mr. Lawton received long-term equity incentives at a target value of $9,250,000 (excluding the value of the Retention Equity Awards granted to him in November 2025), comprised of 25% stock options, 25% RSUs, and 50% PSUs, representing an increase of $500,000 over the target value of his fiscal 2024 LTI awards. This increase was approved in order to more closely align Mr. Lawton’s compensation with our peers after considering market data. As noted above, consistent with the Company’s compensation philosophy of aligning executive officers’ interests with stockholders and to further support the execution of the Company’s long-term strategy, the Compensation and Human Capital Committee allocated the majority of Mr. Lawton’s fiscal 2025 total target direct compensation increase to his fiscal 2025 Target LTI Opportunity. In addition, as described above, in November 2025 the independent members of the Board, upon recommendation of the Compensation and Human Capital Committee, unanimously approved retention equity awards to Mr. Lawton consisting of (i) a PSUs with a target grant date value of $12,000,000, which will vest on February 5, 2031 based on the Company’s TSR relative to the constituents of the S&P 500 Index over the January 1, 2026 through December 31, 2030 performance period, and (ii) RSUs with a grant date fair value of $8,000,000, which will vest in equal installments on each of the third, fourth and fifth anniversaries of the grant date, in each case, subject to Mr. Lawton’s continued employment with the Company through each applicable vesting date. These awards are designed to retain Mr. Lawton through extending vesting periods while further aligning his interests with those of our stockholders. |

  84. Fiscal 2025 Individual Compensation Decisions

    | Pay Element | Target Value | Awarded Value (1) | | Base Salary | $1,350,000 | $1,344,231 | | Annual CIP | $2,025,000 | $1,635,837 | | Long-Term Incentive | | | | Stock Options | $2,312,500 | $2,311,740 | | Annual RSUs (2) | $2,312,500 | $2,312,502 | | Annual PSUs (2) | $4,625,000 | $4,625,021 | | Total (2) | $12,625,000 | $12,229,331 |

  85. Fiscal 2025 Individual Compensation Decisions

    | (2) The amounts in this row exclude the values of the Retention Equity Awards granted to Mr. Lawton in 2025, as described above. |

  86. Fiscal 2025 Individual Compensation Decisions

    | • | Led a disciplined capital allocation strategy that balanced strategic investment with meaningful returns of capital to stockholders, reinforcing long-term shareholder value creation; |

  87. Fiscal 2025 Individual Compensation Decisions

    | Target Compensation | Compensation Components and Considerations | | $3.38 million | Base Salary: Mr. Barton’s base salary was $800,000 for fiscal 2025, an increase of 14.3% from $700,000 in 2024, in order to more closely align his compensation with chief financial officer positions within our compensation peer group. Annual CIP: Mr. Barton’s target award under the CIP was 85% of his base salary. However, the award can range from 0% of his base salary, if the Company achieves less than 85% of target net income, less than 95% of target net sales and below threshold for each of the three strategic initiatives, to 170% of his base salary, if the Company’s net income meets or exceeds 115% of the target, the Company’s net sales meets or exceeds 105% of the target, and each strategic initiative meets or exceeds maximum. As a result of the Company attaining 95% of target net income, 98% of target net sales, and two of the three strategic initiatives attaining above target achievement, Mr. Barton was awarded 80.8% of his target payout under the CIP for fiscal 2025. Long-Term Incentive: Mr. Barton received long-term equity incentives at a target value of $1,900,000, comprised of 25% stock options, 25% RSUs, and 50% PSUs, representing an increase of $300,000 over the target value of his fiscal 2024 LTI awards. This increase was approved in order to more closely align Mr. Barton’s compensation with chief financial positions within our compensation peer group. |

  88. Fiscal 2025 Individual Compensation Decisions

    | Pay Element | Target Value | Awarded Value (1) | | Base Salary | $800,000 | $788,462 | | Annual CIP | $680,000 | $549,318 | | Long-Term Incentive | | | | Stock Options | $475,000 | $474,836 | | RSUs | $475,000 | $474,984 | | PSUs | $950,000 | $949,972 | | Total | $3,380,000 | $3,237,572 |

  89. Fiscal 2025 Individual Compensation Decisions

    | Target Compensation | Compensation Components and Considerations | | ~$2.713 million | Base Salary: Mr. Mills’ base salary was $750,000 for fiscal 2025, an increase of 11.1% from $675,000 in 2024, in order to more closely align his compensation with similarly situated officers at the members of our compensation peer group and to reflect an increase in his responsibilities. Annual CIP: Mr. Mills’ target award under the CIP was 75% of his base salary. However, the award can range from 0% of his base salary, if the Company achieves less than 85% of target net income, less than 95% of target net sales and below threshold for each of the three strategic initiatives, to 150% of his base salary, if the Company’s net income meets or exceeds 115% of the target, the Company’s net sales meets or exceeds 105% of the target, and each strategic initiative meets or exceeds maximum. As a result of the Company attaining 95% of target net income, 98% of target net sales, and two of the three strategic initiatives attaining above target achievement, Mr. Mills was awarded 80.8% of his target payout under the CIP for fiscal 2025. Long-Term Incentive: Mr. Mills received long-term equity incentives at a target value of $1,400,000, comprised of 25% stock options, 25% RSUs, and 50% PSUs, representing an increase of $100,000 over the target value of his fiscal 2024 LTI awards. |

  90. Fiscal 2025 Individual Compensation Decisions

    | Pay Element | Target Value | Awarded Value (1) | | Base Salary | $750,000 | $741,346 | | Annual CIP | $562,500 | $454,399 | | Long-Term Incentive | | | | Stock Options | $350,000 | $349,880 | | RSUs | $350,000 | $349,986 | | PSUs | $700,000 | $699,962 | | Total | $2,712,500 | $2,595,573 |

  91. Fiscal 2025 Individual Compensation Decisions

    | Target Compensation | Compensation Components and Considerations | | ~$2.595 million | Base Salary: Mr. Estep’s base salary was $740,000 for fiscal 2025, an increase of 13.85% from $650,000 in fiscal 2024, in order to more closely align his compensation with similarly situated officers at the members of our compensation peer group and to reflect an increase in his responsibilities. Annual CIP: Mr. Estep’s target award under the CIP was 75% of his base salary. However, the award can range from 0% of his base salary, if the Company achieves less than 85% of target net income, less than 95% of target net sales and below threshold for each of the three strategic initiatives, to 150% of his base salary, if the Company’s net income meets or exceeds 115% of the target, the Company’s net sales meets or exceeds 105% of the target, and each strategic initiative meets or exceeds maximum. As a result of the Company attaining 95% of target net income, 98% of target net sales, and two of the three strategic initiatives attaining above target achievement, Mr. Estep was awarded 80.8% of his target payout under the CIP for fiscal 2025. Long-Term Incentive: Mr. Estep received long-term equity incentives at a target value of $1,300,000, comprised of 25% stock options, 25% RSUs, and 50% PSUs, representing an increase of $300,000 over the target value of his fiscal 2024 LTI awards. This increase was approved in order to more closely align Mr. Estep’s compensation with our peers after considering market data and to reflect an increase in his responsibilities. |

  92. Fiscal 2025 Individual Compensation Decisions

    | Pay Element | Target Value | Awarded Value (1) | | Base Salary | $740,000 | $729,615 | | Annual CIP | $555,000 | $448,341 | | Long-Term Incentive | | | | Stock Options | $325,000 | $324,891 | | RSUs | $325,000 | $324,975 | | PSUs | $650,000 | $650,004 | | Total | $2,595,000 | $2,477,826 |

  93. Fiscal 2025 Individual Compensation Decisions

    | Target Compensation | Compensation Components and Considerations | | ~$2.281 million | Base Salary: Mr. Ordus’ base salary was $675,000 for fiscal 2025, an increase of 3.85% from $650,000 in fiscal 2024. Annual CIP: Mr. Ordus’ target award under the CIP was 75% of his base salary. However, the award can range from 0% of his base salary, if the Company achieves less than 85% of target net income, less than 95% of target net sales and below threshold for each of the three strategic initiatives, to 150% of his base salary, if the Company’s net income meets or exceeds 115% of the target, the Company’s net sales meets or exceeds 105% of the target, and each strategic initiative meets or exceeds maximum. As a result of the Company attaining 95% of target net income, 98% of target net sales, and two of the three strategic initiatives attaining above target achievement, Mr. Ordus was awarded 80.8% of his target payout under the CIP for fiscal 2025. Long-Term Incentive: Mr. Ordus received long-term equity incentives at a target value of $1,100,000, comprised of 25% stock options, 25% RSUs, and 50% PSUs, representing an increase of $200,000 over the target value of his fiscal 2024 LTI awards. This increase was approved in order to more closely align Mr. Ordus’s compensation with our peers after considering market data and to reflect an increase in his responsibilities. |

  94. Fiscal 2025 Individual Compensation Decisions

    | Pay Element | Target Value | Awarded Value (1) | | Base Salary | $675,000 | $672,115 | | Annual CIP | $506,000 | $408,959 | | Long-Term Incentive | | | | Stock Options | $275,000 | $274,901 | | RSUs | $275,000 | $274,955 | | PSUs | $550,000 | $549,978 | | Total | $2,281,000 | $2,180,908 |

  95. Our Executive Compensation Philosophy and Framework

    | • | Pay-for-Performance. We design our executive compensation program to link pay to performance. We accomplish this through the use of short-term and long-term incentives that are designed to align executive pay to our net sales, net income, earnings per diluted share, and stock price performance. By setting short-term and long-term financial targets that we believe will drive stock price performance, our annual and long-term incentive plans work together to align pay and performance. |

  96. Our Executive Compensation Philosophy and Framework

    | • | Stockholder Alignment. Our executive compensation program includes both short-term and long-term incentives tied to performance factors that we believe support stockholder value creation. All principal components of our executive compensation program, other than base salary, are at-risk and contingent upon the achievement of performance goals or our stock price performance. We also maintain robust stock ownership guidelines for all executives. |

  97. Our Executive Compensation Philosophy and Framework

    | • | Strategic Business Plan Alignment. The Company has developed a strategic business plan with both short-term and long-term goals designed to encourage our executives to execute our growth strategy in line with our Mission and Values, and without taking unreasonable risks. The Company’s executive compensation program is designed to support and enable the achievement of the goals in our strategic operating plan by holding our leaders accountable for building and maintaining a strong, performance-based culture. |

  98. Our Executive Compensation Philosophy and Framework

    | • | Competitive Compensation Based on Market Analysis. We believe it is important to be market competitive in order to attract talent and enable our people to build successful careers with our Company. To assess the market competitiveness of compensation levels for the Company’s senior executives, the Compensation and Human Capital Committee reviews and considers a variety of information with the assistance of an independent compensation consultant, including an annual review of target pay levels for each executive using market data for a carefully chosen peer group and other comparable companies. While the Compensation and Human Capital Committee generally seeks to position target pay opportunities within a competitive range of the market 50th percentile, it does not believe it is appropriate to establish compensation levels based only on market practices. The Compensation and Human Capital Committee believes that compensation decisions are complex and require a deliberate review of Company and individual performance, experience, tenure, and other relevant factors. |

  99. Peer Group

    Peer Group Pay data from the following peer group was used to make informed executive compensation decisions in fiscal 2025, which was the same peer group used to make executive compensation decisions in fiscal 2024:

  100. Peer Group

    | Advance Auto Parts, Inc. | Burlington Stores, Inc. | O’Reilly Automotive, Inc. | | AutoZone, Inc. | Casey’s General Stores, Inc. | Ross Stores, Inc. | | Bath & Body Works, Inc. (f/k/a L Brands, Inc.) | Dick’s Sporting Goods, Inc. | ULTA Beauty, Inc. | | Best Buy, Inc. | Dollar General Corporation | | | BJ’s Wholesale Club Holdings, Inc. | Dollar Tree, Inc. | |

  101. CEO Employment Agreement and Severance Benefits

    CEO Employment Agreement and Severance Benefits The Company does not typically enter into employment agreements with team members, and no executive is party to an employment agreement with the Company with the exception of the Company’s Chief Executive Officer, Mr. Lawton. Mr. Lawton’s employment agreement sets forth the obligations of the Company to Mr. Lawton and certain rights, responsibilities, and duties of Mr. Lawton. The current term of the employment agreement is scheduled to end on February 9, 2027, at which time it will automatically extend for additional one-year periods unless the Company provides prior notice of non-extension. The employment agreement sets forth Mr. Lawton’s initial base salary and eligibility to participate in such equity incentive plans as the Company’s Compensation and Human Capital Committee may determine appropriate for executive officers and such bonus plans as the Board may determine appropriate for executive officers of the Company. Mr. Lawton’s agreement also contains certain severance benefits, as described below under the heading “Potential Payments Upon Termination or Change in Control.” The employment agreement with Mr. Lawton contains covenants regarding the confidentiality of the Company’s trade secrets, non-solicitation of Company team members, and non-competition with the Company for a period of 24 months following any termination of employment. The severance pay that would be provided to Mr. Lawton by the agreement has been deemed by the Compensation and Human Capital Committee to be commensurate with the value to the Company of the restrictive covenants under which Mr. Lawton would operate after a separation of employment. In addition, the award agreements governing the PSU grants made to Mr. Lawton (other than the Retention Equity Awards granted to him in November 2025) provide that if Mr. Lawton’s employment is terminated without cause or good reason prior to a change in control, he would be eligible for prorated vesting based on the portion of the vesting period elapsed as of the date of termination. Consistent with the prior award agreements, if Mr. Lawton’s employment is terminated due to his death or disability, he would be eligible for full vesting of the awards. In each case, the satisfaction of applicable performance goals would be determined based on actual performance at the end of the performance period, provided that, if there is a change in control following Mr. Lawton’s termination of employment, any applicable performance goals would be deemed achieved at the target level. With respect to the Retention Equity Awards granted to Mr. Lawton in November 2025, in the event that Mr. Lawton’s employment is terminated by the Company without cause, due to Mr. Lawton’s death or disability or by Mr. Lawton for good reason prior to a change in control and prior to Mr. Lawton achieving the age and service requirements for retirement, then the Retention PSU Award will vest on a prorated basis based on performance through the termination date. In the event of Mr. Lawton’s retirement, the Retention PSU Award will vest on a prorated basis based on actual performance through the end of the performance period and the Retention RSU Award will vest to the extent that it would have vested if Mr. Lawton had remained employed through the end of the calendar year in which the retirement occurs. For purposes of the Retention Equity Awards, “retirement” means Mr. Lawton’s voluntary resignation on or after reaching the age of 54 and attaining five years of service with the Company; provided, that (i) Mr. Lawton provides advanced written notice of such resignation to the Company at least (A) three months following the grant date and (B) six months prior to the effective date of such resignation, (ii) at the time of such resignation, Mr. Lawton’s successor as Chief Executive Officer has been appointed by the Board and publicly disclosed, (iii) if requested by the Board, Mr. Lawton agrees to provide reasonable transition services for up to six months following the appointment of a successor to the Chief Executive Officer position, and (iv) at the time of Mr. Lawton’s written notice of retirement and subsequent resignation, there are no circumstances that would entitle the Company to terminate his employment for cause. The retirement vesting provisions were structured to support an orderly transition of duties and retain Mr. Lawton through a management transition in the event of Mr. Lawton’s retirement. Please see “Potential Payments Upon Termination or Change in Control” for a summary of the compensation Mr. Lawton would receive upon a termination of employment pursuant to the terms of his employment agreement and outstanding equity award agreements. Instead of entering into an employment agreement with its executive officers, the Company generally executes an offer of employment before an executive joins the Company. This offer describes the basic terms of the executive’s employment, including his or her initial base salary, CIP target, and Target LTI Opportunity. The terms of the executive’s employment are based thereafter on sustained good performance and the change in control agreements described below. The terms of the offer letter are determined after considering the compensation levels paid to similarly situated executive officers at the Company, the competitive median of the market data to provide a perspective on external practices, input from the Compensation and Human Capital Committee’s independent compensation consultant, and the compensation deemed necessary to induce the executive to join the Company.

  102. Change in Control Benefits

    Change in Control Benefits It is our belief that reasonable change in control protections are necessary for select positions in order to recruit and retain effective executive management. Furthermore, providing change in control benefits should increase the cooperation of executive management with respect to potential change in control transactions that would be in the best interests of stockholders. For those reasons, each of the Named Executive Officers is party to an agreement with the Company whereby, in the event the employment of such executive officer is terminated during the term of the agreement following a change of control of the Company other than (i) by the Company for cause, (ii) by reason of death or disability, or (iii) by the executive officer without good reason (as such terms are defined in the agreement), certain severance benefits will be paid to such executive officer. Each Named Executive Officer party to a change in control agreement must execute and not revoke a general waiver and release of claims. Each Named Executive Officer party to a change in control agreement has agreed not to compete with the Company during their employment and for an 18-month period (24-month period for Mr. Lawton) after termination of employment following a change in control. The term of each Named Executive Officer’s change in control agreement runs through February 28, 2029, with the term automatically extending for an additional one-year period commencing on each March 1, unless the Company gives prior notice of non-extension. Our agreements with Mr. Lawton and our executive officers do not allow for the gross-up of change in control payments and include double trigger change in control provisions for severance benefits and for acceleration of equity awards. The change in control benefits are described in more detail under the heading “Potential Payments Upon Termination or Change in Control.”

  103. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table summarizes information concerning cash and non-cash compensation paid to or accrued for the benefit of the Company’s Chief Executive Officer, Chief Financial Officer and each of the three other most highly compensated executive officers of the Company who served as executive officers at the end of fiscal 2025 for all services rendered in all capacities to the Company for fiscal 2025. This table is presented as required by SEC rules. However, as calculated per SEC rules, the table includes the aggregate grant date fair value of equity awards according to accounting for share-based compensation even though such equity awards were not realized by the executives in fiscal 2025 and may be realized in the future in completely different amounts or not at all depending on a variety of factors such as performance of the business, fluctuations in share price, the failure to satisfy the underlying vesting conditions, etc.

  104. 2025 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) (1) | Stock Awards ($) (2) (3) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (4) | All Other Compensation ($) (5) | Total ($) | | Harry A. Lawton III President, Chief Executive Officer, and Director | 2025 | $1,344,231 | $26,937,383 | $2,311,740 | $1,635,837 | $48,003 | $32,277,194 | | | 2024 | $1,294,231 | $6,562,207 | $2,187,455 | $1,689,691 | $43,879 | $11,773,463 | | | 2023 | $1,298,077 | $6,374,641 | $2,124,967 | $1,535,547 | $41,434 | $11,374,666 | | Kurt D. Barton Executive Vice President – Chief Financial Officer and Treasurer | 2025 | $788,462 | $1,424,956 | $474,836 | $549,318 | $45,504 | $3,283,076 | | | 2024 | $697,692 | $1,199,619 | $399,974 | $454,917 | $44,337 | $2,796,539 | | | 2023 | $703,846 | $1,124,795 | $374,962 | $417,669 | $41,820 | $2,663,092 | | Robert D. Mills Executive Vice President – Chief Technology, Digital Commerce, and Strategy Officer | 2025 | $741,346 | $1,049,948 | $349,880 | $454,399 | $45,194 | $2,640,767 | | | 2024 | $670,846 | $981,628 | $324,965 | $438,670 | $43,308 | $2,459,917 | | | 2023 | $661,385 | $1,017,597 | $274,948 | $392,486 | $41,303 | $2,387,719 | | J. Seth Estep Executive Vice President – Chief Merchandising Officer | 2025 | $729,615 | $974,979 | $324,891 | $448,341 | $42,610 | $2,520,436 | | | 2024 | $647,462 | $749,792 | $249,955 | $422,423 | $44,889 | $2,114,521 | | | 2023 | $650,077 | $599,956 | $199,968 | $385,729 | $41,890 | $1,877,620 | | John P. Ordus Executive Vice President – Chief Stores Officer | 2025 | $672,115 | $824,933 | $274,901 | $408,959 | $44,931 | $2,225,839 | | | 2024 | $647,462 | $674,745 | $224,971 | $422,423 | $43,545 | $2,013,146 | | | 2023 | $650,077 | $599,956 | $199,968 | $385,729 | $40,930 | $1,876,660 |

  105. 2025 Summary Compensation Table

    | (1) Amounts reflect base compensation earned by the Named Executive Officers during the period indicated and not such officer’s approved base salary for the indicated year. Amounts differ due to the timing of annual salary adjustments as well as the number of weeks during the applicable fiscal year. |

  106. 2025 Summary Compensation Table

    | (2) The amounts in the columns captioned “Stock Awards” and “Option Awards” reflect the aggregate grant date fair value of stock awards and option awards, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC 718”). For a description of the assumptions used by the Company in valuing these awards for fiscal 2025, please see Note 2 to the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025 filed with the SEC on February 19, 2026. The amount reflected for Mr. Lawton for 2025 includes the grant date fair values of his Retention Equity Awards, as described above under “CEO Retention Equity Awards.” |

  107. 2025 Summary Compensation Table

    | (3) The stock awards for all years presented include the value of RSUs and PSUs as of the grant date. The award value included in the table above with respect to PSU awards is based on the grant date fair value of the awards assuming target level achievement, which we have determined, in accordance with share-based compensation accounting rules, to be the probable level of achievement of the performance metrics underlying those awards as of the grant date. The table below shows the grant date fair value of the PSUs granted to each Named Executive Officer during fiscal 2025, assuming that: (i) our performance with respect to those performance metrics will be at target levels (i.e., probable performance) and (ii) our performance with respect to those performance metrics will be at levels that would result in a maximum payout. |

  108. 2025 Summary Compensation Table

    | Name | Grant Date Fair Value (Probable Performance) | Grant Date Fair Value (Maximum Performance) | | Harry A. Lawton III | $16,624,893 | $41,562,232 | | Kurt D. Barton | $949,972 | $2,374,931 | | Robert D. Mills | $699,962 | $1,749,906 | | J. Seth Estep | $650,004 | $1,625,010 | | John P. Ordus | $549,978 | $1,374,945 |

  109. 2025 Summary Compensation Table

    | (4) Amounts reflect incentives earned under the CIP, in each case calculated based on the Company’s financial performance for the indicated period. |

  110. 2025 Summary Compensation Table

    | (5) Amounts for fiscal 2025 are comprised of the following: |

  111. 2025 Summary Compensation Table

    | Name | Company Contribution to 401(k) Plan | Company Contribution to Deferred Compensation Plan | Group Term Life Insurance and Disability Premiums | Employer Paid Healthcare | Other(a) | Total | | Harry A. Lawton III | $12,600 | $4,500 | $9,240 | $15,863 | $5,800 | $48,003 | | Kurt D. Barton | $12,600 | $4,500 | $8,798 | $13,806 | $5,800 | $45,504 | | Robert D. Mills | $12,600 | $4,500 | $8,488 | $13,806 | $5,800 | $45,194 | | J. Seth Estep | $12,600 | — | $8,047 | $15,648 | $6,315 | $42,610 | | John P. Ordus | $12,600 | $4,500 | $8,225 | $13,806 | $5,800 | $44,931 |

  112. 2025 Summary Compensation Table

    | (a) Amounts in this column represent the aggregate incremental cost to the Company of (i) mobile stipends provided to the Named Executive Officers in 2025, (ii) the costs associated with an executive physical, which for healthcare privacy reasons each Named Executive Officer has been attributed a cost of $4,500 regardless of whether such benefit was used, and (iii) an employee anniversary milestone recognition program prize for Mr. Estep. Anniversary milestone recognition eligibility is consistent across employee populations, including Named Executive Officers. Recognition is provided in the form of points redeemable through our third-party recognition platform and are designed to support retention, reinforce our culture, and recognize tenure. |

  113. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table reflects certain information with respect to awards to the Named Executive Officers to acquire shares of the Company’s Common Stock granted under the 2018 Plan and to receive a cash incentive under the Company’s CIP for fiscal 2025.

  114. 2025 Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards (2) | | | | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | All Other Option Awards: Number of Securities Underlying Options (#) (4) | Exercise or Base Price of Option Awards ($/Sh) | Closing Market Price on Grant Date ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) (5) | | Harry A. Lawton III | | 506,250 | 2,025,000 | 4,050,000 | — | — | — | — | — | — | — | — | | | 2/12/2025 | — | — | — | 31,592 | 84,246 | 210,615 | — | — | — | — | $4,625,021 | | | 2/12/2025 | — | — | — | — | — | — | 43,642 | — | — | — | $2,312,502 | | | 2/12/2025 | — | — | — | — | — | — | — | 172,905 | $54.97 | $55.87 | $2,311,740 | | | 11/5/2025 | — | — | — | 73,806 | 196,816 | 492,040 | — | — | — | — | $11,999,872 | | | 11/5/2025 | — | — | — | — | — | — | 160,192 | — | — | — | $7,999,988 | | Kurt D. Barton | | 170,000 | 680,000 | 1,360,000 | — | — | — | — | — | — | — | — | | | 2/12/2025 | — | — | — | 6,489 | 17,304 | 43,260 | — | — | — | — | $949,972 | | | 2/12/2025 | — | — | — | — | — | — | 8,964 | — | — | — | $474,984 | | | 2/12/2025 | — | — | — | — | — | — | — | 35,515 | $54.97 | $55.87 | $474,836 | | Robert D. Mills | | 140,625 | 562,500 | 1,125,000 | — | — | — | — | — | — | — | — | | | 2/12/2025 | — | — | — | 4,781 | 12,750 | 31,875 | — | — | — | — | $699,962 | | | 2/12/2025 | — | — | — | — | — | — | 6,605 | — | — | — | $349,986 | | | 2/12/2025 | — | — | — | — | — | — | — | 26,169 | $54.97 | $55.87 | $349,880 | | J. Seth Estep | | 138,750 | 555,000 | 1,110,000 | — | — | — | — | — | — | — | — | | | 2/12/2025 | — | — | — | 4,440 | 11,840 | 29,600 | — | — | — | — | $650,004 | | | 2/12/2025 | — | — | — | — | — | — | 6,133 | — | — | — | $324,975 | | | 2/12/2025 | — | — | — | — | — | — | — | 24,300 | $54.97 | $55.87 | $324,891 | | John P. Ordus | | 126,563 | 506,250 | 1,012,500 | — | — | — | — | — | — | — | — | | | 2/12/2025 | — | — | — | 3,756 | 10,018 | 25,045 | — | — | — | — | $549,978 | | | 2/12/2025 | — | — | — | — | — | — | 5,189 | — | — | — | $274,955 | | | 2/12/2025 | — | — | — | — | — | — | — | 20,561 | $54.97 | $55.87 | $274,901 |

  115. 2025 Grants of Plan-Based Awards

    | (1) The CIP provides for various potential threshold, target and maximum payouts, as discussed in “Compensation Discussion and Analysis – Annual Cash Incentive Compensation.” |

  116. 2025 Grants of Plan-Based Awards

    | (2) The amounts in these columns represent the threshold, target and maximum number of shares that may vest with respect to PSUs granted under the 2018 Plan during fiscal 2025. The PSUs granted to our executives in February 2025 will vest, subject to continued employment, at the end of a three-year period that begins on the date of grant, if the performance objectives are achieved. As further discussed in “Compensation Discussion and Analysis – Long-Term Incentive Compensation: Performance Share Units,” the performance metrics for the PSUs are growth in net sales and growth in earnings per diluted share through fiscal 2027 (i.e., a three-year performance period), each of which is weighted 50% in determining achievement, and the performance metrics for the PSUs include a TSR modifier that may result in the number of shares earned from PSU awards being reduced or increased. The PSUs granted to Mr. Lawton in November 2025 will vest, subject to continued employment, at the end of a five-year period that begins on the date of grant, if the relative TSR performance objective is achieved over the January 1, 2026 through December 31, 2030 performance period, with target vesting if our relative TSR performance is equal to or above the 55th percentile of companies in the S&P 500 Index, threshold vesting for performance at the 30th percentile and maximum vesting with performance equal to or greater than the 80th percentile. |

  117. 2025 Grants of Plan-Based Awards

    | (3) Reflects awards of RSUs granted under the 2018 Plan which vest ratably, subject to continued employment, each year over a three-year period from the date of the grant, except for the RSUs granted to Mr. Lawton in November 2025, which vest in equal installments on each of the third, fourth and fifth anniversaries of the grant date, subject to his continued employment. |

  118. 2025 Grants of Plan-Based Awards

    | (4) Options are awarded pursuant to the 2018 Plan by the Compensation and Human Capital Committee and the exercise price is equal to the closing price of the Company’s Common Stock on the day preceding the day of the corresponding Committee meeting at which such awards are granted. Options awarded to the Named Executive Officers vest ratably each year over a three-year period and have a 10-year life. |

  119. 2025 Grants of Plan-Based Awards

    | (5) The grant date fair value of equity awards is computed in accordance with the share-based compensation accounting rules as further described in Note 2 to our Annual Report on Form 10-K for the fiscal year ended December 27, 2025 that was filed with the SEC on February 19, 2026, excluding the effect of any estimated forfeitures. The grant date fair value of PSU awards as included in this column reflects target achievement (i.e., probable performance on the grant date). |

  120. Outstanding Equity Awards at Fiscal 2025 Year-End

    Outstanding Equity Awards at Fiscal 2025 Year-End The following table reflects all outstanding equity awards held by the Named Executive Officers at the end of fiscal 2025:

  121. Outstanding Equity Awards at Fiscal 2025 Year-End

    | Name | Grant Type | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) (1) | Number of Securities Underlying Unexercised Options Unexercisable (#) (1) | Option Exercise Price ($) (2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (3) | Market Value of Shares or Units of Stock That Have Not Vested ($) (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4) | | Harry A. Lawton III | Option | 2/5/2020 | 296,650 | — | $18.22 | 2/5/2030 | — | — | — | — | | | Option | 2/3/2021 | 336,065 | — | $28.64 | 2/3/2031 | — | — | — | — | | | Option | 2/9/2022 | 175,280 | — | $44.39 | 2/9/2032 | — | — | — | — | | | Option | 2/8/2023 | 116,290 | 58,145 | $46.55 | 2/8/2033 | — | — | — | — | | | Option | 2/5/2024 | 62,310 | 124,620 | $46.59 | 2/5/2034 | — | — | — | — | | | Option | 2/12/2025 | — | 172,905 | $54.97 | 2/12/2035 | — | — | — | — | | | RSU | 2/8/2023 | — | — | — | — | 15,765 | $810,163 | — | — | | | RSU | 2/5/2024 | — | — | — | — | 32,630 | $1,676,856 | — | — | | | PSU | 2/5/2024 | — | — | — | — | — | — | 93,150 | $4,786,979 | | | RSU | 2/12/2025 | — | — | — | — | 43,642 | $2,242,762 | — | — | | | PSU | 2/12/2025 | — | — | — | — | — | — | 84,246 | $4,329,402 | | | RSU | 11/5/2025 | — | — | — | — | 160,192 | $8,232,267 | — | — | | | PSU | 11/5/2025 | — | — | — | — | — | — | 196,816 | $10,114,374 | | Kurt D. Barton | Option | 2/7/2018 | 78,195 | — | $13.46 | 2/7/2028 | — | — | — | — | | | Option | 2/6/2019 | 107,480 | — | $17.92 | 2/6/2029 | — | — | — | — | | | Option | 2/5/2020 | 121,355 | — | $18.22 | 2/5/2030 | — | — | — | — | | | Option | 2/3/2021 | 74,680 | — | $28.64 | 2/3/2031 | — | — | — | — | | | Option | 2/9/2022 | 50,080 | — | $44.39 | 2/9/2032 | — | — | — | — | | | Option | 2/8/2023 | 20,520 | 10,260 | $46.55 | 2/8/2033 | — | — | — | — | | | Option | 2/5/2024 | 11,390 | 22,790 | $46.59 | 2/5/2034 | — | — | — | — | | | Option | 2/12/2025 | — | 35,515 | $54.97 | 2/12/2035 | — | — | — | — | | | RSU | 2/8/2023 | — | — | — | — | 2,785 | $143,121 | — | — | | | RSU | 2/5/2024 | — | — | — | — | 5,965 | $306,541 | — | — | | | PSU | 2/5/2024 | — | — | — | — | — | — | 17,030 | $875,172 | | | RSU | 2/12/2025 | — | — | — | — | 8,964 | $460,660 | — | — | | | PSU | 2/12/2025 | — | — | — | — | — | — | 17,304 | $889,253 | | Robert D. Mills | Option | 2/3/2021 | 35,410 | — | $28.64 | 2/3/2031 | — | — | — | — | | | Option | 2/9/2022 | 27,540 | — | $44.39 | 2/9/2032 | — | — | — | — | | | Option | 2/8/2023 | 15,045 | 7,525 | $46.55 | 2/8/2033 | — | — | — | — | | | Option | 2/5/2024 | 9,255 | 18,515 | $46.59 | 2/5/2034 | — | — | — | — | | | Option | 2/12/2025 | — | 26,169 | $54.97 | 2/12/2035 | — | — | — | — | | | RSU | 2/8/2023 | — | — | — | — | 3,475 | $178,580 | — | — | | | RSU | 2/5/2024 | — | — | — | — | 4,950 | $254,381 | — | — | | | PSU | 2/5/2024 | — | — | — | — | — | — | 13,835 | $710,981 | | | RSU | 2/12/2025 | — | — | — | — | 6,605 | $339,431 | — | — | | | PSU | 2/12/2025 | — | — | — | — | — | — | 12,750 | $655,223 | | J. Seth Estep | Option | 2/3/2021 | 59,745 | — | $28.64 | 2/3/2031 | — | — | — | — | | | Option | 2/9/2022 | 20,030 | — | $44.39 | 2/9/2032 | — | — | — | — | | | Option | 2/8/2023 | 10,940 | 5,475 | $46.55 | 2/8/2033 | — | — | — | — | | | Option | 2/5/2024 | 7,120 | 14,240 | $46.59 | 2/5/2034 | — | — | — | — | | | Option | 2/12/2025 | — | 24,300 | $54.97 | 2/12/2035 | — | — | — | — | | | RSU | 2/8/2023 | — | — | — | — | 1,485 | $76,314 | — | — | | | RSU | 2/5/2024 | — | — | — | — | 3,730 | $191,685 | — | — | | | PSU | 2/5/2024 | — | — | — | — | — | — | 10,645 | $547,047 | | | RSU | 2/12/2025 | — | — | — | — | 6,133 | $315,175 | — | — | | | PSU | 2/12/2025 | — | — | — | — | — | — | 11,840 | $608,458 |

  122. Outstanding Equity Awards at Fiscal 2025 Year-End

    | Name | Grant Type | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) (1) | Number of Securities Underlying Unexercised Options Unexercisable (#) (1) | Option Exercise Price ($) (2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (3) | Market Value of Shares or Units of Stock That Have Not Vested ($) (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4) | | John P. Ordus | Option | 2/3/2021 | 59,745 | — | $28.64 | 2/3/2031 | — | — | — | — | | | Option | 2/9/2022 | 20,030 | — | $44.39 | 2/9/2032 | — | — | — | — | | | Option | 2/8/2023 | 10,940 | 5,475 | $46.55 | 2/8/2033 | — | — | — | — | | | Option | 2/5/2024 | 6,405 | 12,820 | $46.59 | 2/5/2034 | — | — | — | — | | | Option | 2/12/2025 | — | 20,561 | $54.97 | 2/12/2035 | — | — | — | — | | | RSU | 2/8/2023 | — | — | — | — | 1,485 | $76,314 | — | — | | | RSU | 2/5/2024 | — | — | — | — | 3,355 | $172,413 | — | — | | | PSU | 2/5/2024 | — | — | — | — | — | — | 9,580 | $492,316 | | | RSU | 2/12/2025 | — | — | — | — | 5,189 | $266,663 | — | — | | | PSU | 2/12/2025 | — | — | — | — | — | — | 10,018 | $514,825 |

  123. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (1) Reflects awards of options. Option awards vest one-third annually over the first three years following the grant date. |

  124. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (2) Options are awarded by the Compensation and Human Capital Committee and the exercise price is equal to the closing price of the Company’s Common Stock on the day preceding the corresponding Compensation and Human Capital Committee meeting at which such awards are granted. |

  125. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (3) The amounts in this column represent RSUs granted in 2023, 2024 and 2025 in each case, which were outstanding as of December 27, 2025. RSU awards vest one-third annually over the first three years following the grant date, except for the RSUs granted to Mr. Lawton in November 2025, which vest in equal installments on each of the third, fourth and fifth anniversaries of the grant date. |

  126. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (4) Market value of unvested stock awards was determined based on the closing price of a share of our Common Stock on December 26, 2025 (the last trading day of fiscal 2025), which was $51.39 per share. |

  127. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (5) The amounts in this column represent PSUs outstanding as of December 27, 2025 for which the performance conditions have not yet been satisfied. The PSU amounts included assume target performance for the PSUs granted in 2024 and 2025. However, the actual number of shares issued, if any, may be higher than target level based on actual achievement levels relative to the performance objectives and for PSUs granted in 2024 and 2025 (other than the PSUs granted to Mr. Lawton in November 2025), are subject to further adjustment based on a relative TSR modifier. If the performance and service conditions are met, the PSU awards will cliff vest on the third anniversary of the grant date (or the fifth anniversary of the grant date in the case of the PSUs granted to Mr. Lawton in November 2025). |

  128. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table reflects certain information with respect to options exercised by the Named Executive Officers during the 2025 fiscal year as well as stock awards that vested during fiscal 2025:

  129. 2025 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired On Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) (2) | Value Realized on Vesting ($) (3) | | Harry A. Lawton III | — | — | 69,047 | $3,713,713 | | Kurt D. Barton | 90,000 | $4,545,000 | 16,326 | $878,654 | | Robert D. Mills | — | — | 11,753 | $631,258 | | J. Seth Estep | 92,455 | $3,333,807 | 7,569 | $407,365 | | John P. Ordus | — | — | 7,384 | $397,317 |

  130. 2025 Option Exercises and Stock Vested

    | (1) The value realized equals the difference between the exercise price of the stock options and the market price of our Common Stock at the time of exercise, multiplied by the number of shares to which the exercise relates. |

  131. 2025 Option Exercises and Stock Vested

    | (2) Represents the gross number of shares acquired upon vesting of stock awards, without deduction for shares that may have been withheld to satisfy applicable tax withholding obligations. |

  132. 2025 Option Exercises and Stock Vested

    | (3) The value realized equals the average of the high and low per share sales price of our Common Stock on the business day immediately preceding the vesting date, multiplied by the number of shares vested. |

  133. 2025 Non-Qualified Deferred Compensation

    2025 Non-Qualified Deferred Compensation The Executive Deferred Compensation Plan provides that designated participants may elect to defer up to 40% of their annual base salary (including vacation pay, sick pay and holiday pay, overtime, shift differentials and commissions) and up to 92% of their annual incentive compensation under the CIP. Under the Executive Deferred Compensation Plan, the participants’ salary deferral is matched by the Company, 100% on the first $3,000 of base salary contributed and 50% on the next $3,000 of base salary contributed limited to a maximum annual matching contribution of $4,500. Effective January 1, 2013, each participant has a choice of deemed investments for their plan account. Each participant is deemed to be invested in these investment options for the purposes of determining the amount of earnings or losses to be credited to their account. Contributions made to the plan before January 1, 2013 earn simple annual interest at the prime rate in effect on January 1st of each year which is credited quarterly; however, those assets are not available for transfer into the new investment options. Each participant is fully vested in all amounts credited to their deferred compensation account. Payments under the Executive Deferred Compensation Plan are made in cash in a single lump sum payment or, if permitted by the Compensation Committee, in installments. A participant may elect to have his or her balance distributed to him or her on the date of such participant’s separation from service, death or total and permanent disability (each, a “Distribution Event”), the anniversary of a Distribution Event, or a date designated by the participant. The following table sets forth certain information about each Named Executive Officer’s participation in the Executive Deferred Compensation Plan in fiscal 2025:

  134. 2025 Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) (1) | Company Contributions in Last Fiscal Year ($) (2) | Aggregate Earnings in Last Fiscal Year ($) (3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) (4) | | Harry A. Lawton III | $13,442 | $4,500 | $13,725 | $— | $93,672 | | Kurt D. Barton | $31,538 | $4,500 | $13,928 | $— | $219,979 | | Robert D. Mills | $38,427 | $4,500 | $7,571 | $— | $125,631 | | J. Seth Estep | $— | $— | $1,751 | $— | $13,741 | | John P. Ordus | $6,721 | $4,500 | $1,264 | $— | $24,272 |

  135. 2025 Non-Qualified Deferred Compensation

    | (1) The amounts reported in this column are included in the “2025 Summary Compensation Table” under the heading “Salary.” |

  136. 2025 Non-Qualified Deferred Compensation

    | (2) The amounts reported in this column are included in the “2025 Summary Compensation Table” under the heading “All Other Compensation.” |

  137. 2025 Non-Qualified Deferred Compensation

    | (3) The Company does not provide above-market or preferential earnings on Executive Deferred Compensation Plan contributions and, accordingly, these amounts were not reported in the “2025 Summary Compensation Table.” |

  138. 2025 Non-Qualified Deferred Compensation

    | (4) Of these balances, the following amounts were reported in Summary Compensation Tables in prior years’ proxy statements: Mr. Lawton – $34,442; Mr. Barton – $50,262; Mr. Mills – $68,250; Mr. Estep – $21,734; and Mr. Ordus – $21,734. |

  139. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  140. Termination and Other Payments Assuming December 27, 2025 Trigger Date

    | Executive Payments Upon Termination | Voluntary Termination | Retirement | Voluntary Termination for Good Reason or Involuntary Termination Without Cause (1) | Involuntary Termination With Cause | Change in Control | Death or Disability | | Harry A. Lawton III | | | | | | | | Base salary (2) | $— | $— | $2,700,000 | $— | $2,700,000 | $— | | Non-equity incentive | — | — | 2,875,500(3) | — | 6,075,000(4) | 1,635,837(5) | | Stock options, RSUs and PSUs (vesting accelerated) | — | — | 7,535,805(6) | — | 37,664,354(7) | 23,237,371(8) | | Health and welfare benefits (9) | — | — | 54,024 | — | 54,024 | — | | Life insurance benefits (10) | — | — | — | — | 3,830 | — | | Outplacement services (11) | — | — | — | — | 40,000 | — | | | $— | $— | $13,165,329 | $— | $46,537,208 | $24,873,208 | | Kurt D. Barton | | | | | | | | Base salary (2) | $— | $— | $— | $— | $1,200,000 | $— | | Non-equity incentive | — | — | — | — | 1,700,000(4) | — | | Stock options, RSUs and PSUs (vesting accelerated) | — | — | — | — | 3,643,960(7) | 2,833,797(8) | | Health and welfare benefits (9) | — | — | — | — | 62,724 | — | | Life insurance benefits (10) | — | — | — | — | 3,830 | — | | Outplacement services (11) | — | — | — | — | 40,000 | — | | | $— | $— | $— | $— | $6,650,514 | $2,833,797 | | Robert D. Mills | | | | | | | | Base salary (2) | $— | $— | $— | $— | $1,125,000 | — | | Non-equity incentive | — | — | — | — | 1,406,250(4) | — | | Stock options, RSUs and PSU (vesting accelerated) | — | — | — | — | 2,857,956(7) | 2,263,888(8) | | Health and welfare benefits (9) | — | — | — | — | 62,105 | — | | Life insurance benefits (10) | — | — | — | — | 3,830 | — | | Outplacement services (11) | — | — | — | — | 40,000 | — | | | $— | $— | $— | $— | $5,495,141 | $2,263,888 | | J. Seth Estep | | | | | | | | Base salary (2) | $— | $— | $— | $— | $1,110,000 | $— | | Non-equity incentive | — | — | — | — | 1,387,500(4) | — | | Stock options, RSUs and PSU (vesting accelerated) | — | — | — | — | 2,265,719(7) | 1,833,529(8) | | Health and welfare benefits (9) | — | — | — | — | 57,292 | — | | Life insurance benefits (10) | — | — | — | — | 3,830 | — | | Outplacement services (11) | — | — | — | — | 40,000 | — | | | $— | $— | $— | $— | $4,864,341 | $1,833,529 |

  141. Termination and Other Payments Assuming December 27, 2025 Trigger Date

    | Executive Payments Upon Termination | Voluntary Termination | Retirement | Voluntary Termination for Good Reason or Involuntary Termination Without Cause (1) | Involuntary Termination With Cause | Change in Control | Death or Disability | | John P. Ordus | | | | | | | | Base salary (2) | $— | $— | $— | $— | $1,012,500 | $— | | Non-equity incentive | — | — | — | — | 1,265,625(4) | — | | Stock options, RSUs and PSUs (vesting accelerated) | — | — | — | — | 2,042,756(7) | 1,610,567(8) | | Health and welfare benefits (9) | — | — | — | — | 61,579 | — | | Life insurance benefits (10) | — | — | — | — | 3,830 | — | | Outplacement services (11) | — | — | — | — | 40,000 | — | | | $— | $— | $— | $— | $4,426,290 | $1,610,567 |

  142. Chief Executive Officer Compensation Pay Ratio

    Chief Executive Officer Compensation Pay Ratio Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of the median team member’s annual compensation to the annual compensation of our CEO (Mr. Lawton). The median team member was identified from all full-time, part-time, seasonal and temporary team members, excluding the CEO, who were employed by the Company as of the first payroll date in October (i.e., October 3, 2025), consistent with past practice. A total of 51,460 team members were employed on that date. Compensation was measured over the 12-month period beginning on January 1, 2025 and ending on December 31, 2025. The Company’s workforce is comprised of approximately 50% full-time and 50% part-time team members with the use of seasonal team members during the spring and fall selling seasons. In identifying the median employee, we annualized compensation for full-time and part-time permanent team members who were employed on October 3, 2025, but did not work for us the entire fiscal year. No full-time equivalent adjustments were made for part-time temporary or seasonal team members. To identify the team member paid at median annual total compensation out of all of our team members (other than our CEO) in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, we included total gross earnings and employer paid healthcare costs and life insurance premiums, which were calculated using internal payroll records. Compensation was measured over the 12-month period beginning on January 1, 2025 and ending on December 31, 2025. SEC Pay Ratio: Mr. Lawton had fiscal 2025 annual total compensation of $32,277,194, as reflected in the 2025 Summary Compensation Table included in this Proxy Statement. The median team member’s annual total compensation for fiscal 2025 that would be reportable in the Summary Compensation Table was $24,376. As a result, the fiscal 2025 CEO pay ratio is 1,324:1. Alternative Pay Ratio: As discussed above, Mr. Lawton was granted the Retention Equity Awards in November 2025 because the Compensation and Human Capital Committee determined that it was in the best interests of the Company and its stockholders to create a performance and retentive incentive for Mr. Lawton in order to retain a relatively young and high-performing chief executive officer who has the potential for being a highly-sought after candidate for similar positions at other large retailers with whom we compete for executive talent and to further align his incentives with the Company’s Life Out Here 2030 strategy. In accordance with SEC disclosure rules, the full grant date fair values of the Retention Equity Awards is included in Mr. Lawton’s annual total compensation used for purposes of calculating the SEC pay ratio reflected above. The Company has also calculated an alternative pay ratio that excludes the value of Mr. Lawton’s Retention Equity Awards, which we believe reflects a more appropriate comparison of Mr. Lawton’s annual total compensation to that of our median team member. Under the alternative pay ratio calculation, we deducted the grant date fair value of the Retention Equity Awards from the fiscal 2025 total compensation reported in the 2025 Summary Compensation Table. When calculated in this manner, Mr. Lawton’s adjusted fiscal 2025 compensation is $12,277,334, and the alternative pay ratio of the annual total compensation of Mr. Lawton to the median of the annual total compensation of all of our team members (other than our CEO) is estimated to be 504:1. This alternative pay ratio is not a substitute for the pay ratio calculated in accordance with the SEC disclosure rules, but the Company believes it is helpful in fully evaluating the ratio of Mr. Lawton’s annual total compensation to the median of the annual total compensation of all of our team members.

  143. Pay Versus Performance

    Pay Versus Performance

  144. Pay Versus Performance

    | Fiscal Year (1) | | Compensation Actually Paid to Lawton ($) (3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (3) | Value of Initial Fixed $100 Investment Based on: (4) | | Net Income ($) | Earnings per Diluted Share($) (6) | | | Summary Compensation Table Total for Lawton ($) (2) | | | | Total Stockholder Return ($) | Peer Group Total Stockholder Return ($) (5) | | | | 2025 | 32,277,194 | 24,875,183 | 2,667,530 | 1,772,322 | 190 | 159 | $1,096.1 million | $2.06 | | 2024 | 11,777,463 | 14,812,021 | 2,346,031 | 2,870,509 | 198 | 153 | $1,101.2 million | $2.04 | | 2023 | 11,374,666 | 8,377,541 | 2,201,273 | 1,730,776 | 154 | 113 | $1,107.2 million | $2.02 | | 2022 | 10,483,321 | 11,731,538 | 2,396,542 | 2,553,097 | 158 | 80 | $1,088.7 million | $1.94 | | 2021 | 11,117,251 | 40,228,142 | 2,801,775 | 8,459,346 | 157 | 121 | $997.1 million | $1.72 |

  145. Pay Versus Performance

    | (1) Harry A. Lawton III served as the Principal Executive Officer (“PEO”) for the entirety of fiscal years 2021 through 2025 and the Company’s other Named Executive Officers for fiscal years 2021 through 2025 were: Kurt D. Barton, Robert D. Mills, J. Seth Estep and John P. Ordus. |

  146. Pay Versus Performance

    | (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Lawton and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our other Named Executive Officers reported for the applicable year other than the PEO for such years. |

  147. Pay Versus Performance

    | (3) To calculate compensation actually paid (“CAP”), adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Lawton and for the average of the other Named Executive Officers is set forth following the footnotes to this table. For purposes of valuing equity awards to calculate the CAP adjustments, equity awards were calculated based on their fair value as of the applicable date, calculated in accordance with the methodology used for financial reporting purposes. For awards subject to performance-based vesting conditions as of the end of the applicable fiscal year, the value is based on an estimate of the probable outcome of such performance-based vesting conditions as of the last day of the applicable fiscal year, which is consistent the same methodology used to determine the grant date fair value of the awards. |

  148. Pay Versus Performance

    | (4) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2020 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. |

  149. Pay Versus Performance

    | (5) The TSR Peer Group consists of the S&P Retail Index, an independently prepared index that includes companies in the retail industry. |

  150. Pay Versus Performance

    | (6) As noted in the CD&A, for 2025, the Compensation and Human Capital Committee determined that earnings per diluted share continues to be viewed as a core driver of the Company’s performance and stockholder value creation and, accordingly, was utilized as a performance metric for the PSUs granted in fiscal 2025. |