Pay vs Performance Disclosure, Table

Pay Versus Performance


Fiscal Year (1)			Summary Compensation Table Total for Sandfort ($) (2)		Compensation Actually Paid to Lawton ($) (3)		Compensation Actually Paid to Sandfort ($) (3)		Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (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($) (6)
Fiscal Year (1)	Summary Compensation Table Total for Lawton ($) (2)		Summary Compensation Table Total for Sandfort ($) (2)		Compensation Actually Paid to Lawton ($) (3)		Compensation Actually Paid to Sandfort ($) (3)						Total Stockholder Return ($)		Peer Group Total Stockholder Return ($) (5)		Net Income ($)			Earnings per Diluted Share($) (6)
2024		11,777,463		N/A		14,812,021		N/A		2,346,031		2,870,509		319		220		$	1,101.2 million		$	2.04
2023		11,374,666		N/A		8,377,541		N/A		2,201,273		1,730,776		248		162		$	1,107.2 million		$	2.02
2022		10,483,321		N/A		11,731,538		N/A		2,396,542		2,553,097		254		114		$	1,088.7 million		$	1.94
2021		11,117,251		N/A		40,228,142		N/A		2,801,775		8,459,346		253		173		$	997.1 million		$	1.72
2020		15,812,073		687,621		28,486,709		5,698,799		3,435,622		8,018,942		161		143		$	749.0 million		$	1.28

(1)	The Principal Executive Officer (“PEO”) and other Named Executive Officers for the applicable years were as follows:

Fiscal 2024: Harry A. Lawton III served as the PEO for the entirety of fiscal 2024 and the Company’s other Named Executive Officers were: Kurt D. Barton, Robert D. Mills, J. Seth Estep and John P. Ordus.

Fiscal 2023: Harry A. Lawton III served as the PEO for the entirety of fiscal 2023 and the Company’s other Named Executive Officers were: Kurt D. Barton, Robert D. Mills, J. Seth Estep and John P. Ordus.

Fiscal 2022: Harry A. Lawton III served as the PEO for the entirety of fiscal 2022 and the Company’s other Named Executive Officers were: Kurt D. Barton, Robert D. Mills, J. Seth Estep and John P. Ordus.

Fiscal 2021: Harry A. Lawton III served as the PEO for the entirety of fiscal 2021 and the Company’s other Named Executive Officers were: Kurt D. Barton, Robert D. Mills, J. Seth Estep and John P. Ordus.

Fiscal 2020: Harry A. Lawton III assumed the role of the PEO on January 13, 2020 and Gregory A. Sandfort served as PEO during fiscal 2020 up to January 12, 2020. The Company’s other Named Executive Officers for fiscal 2020 were: Kurt D. Barton, Benjamin F. Parrish, Jr., Robert D. Mills and Melissa D. Kersey.

(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 Messrs. Lawton and Sandfort 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.

(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 Messrs. Lawton and Sandfort 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. The values for 2023 have been updated from those presented in last year’s proxy statement to subtract the grant date fair values of stock option awards granted in 2023, as required by SEC rules.

(4)	Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance.

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

(6)

As noted in the CD&A, for 2024, 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 2024. The amounts reflected in the table above have been adjusted to reflect the stock split of the Company’s Common Stock that occurred on December 20, 2024.

CAP Adjustments


Year	Summary Compensation Table Total ($)		Minus Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year ($)		Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($)		Plus/(Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($)			Plus Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($)		Plus/(Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year ($)			Minus Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($)		Equals Compensation Actually Paid ($)
Harry A. Lawton III
2024		11,777,463		8,749,662		10,819,557		(1,943,653	)		—		2,908,316			—		14,812,021
2023		11,374,666		8,499,609		7,183,422		(2,914,843	)		—		1,233,905			—		8,377,541
2022		10,483,321		6,999,737		9,389,310		157,258			—		(1,298,614	)		—		11,731,538
2021		11,117,251		6,749,768		18,301,632		17,341,829			—		217,198			—		40,228,142
2020		15,812,073		9,499,806		22,174,442		—			—		—			—		28,486,709
Gregory A. Sandfort
2024		N/A		N/A		N/A		N/A			N/A		N/A			N/A		N/A
2023		N/A		N/A		N/A		N/A			N/A		N/A			N/A		N/A
2022		N/A		N/A		N/A		N/A			N/A		N/A			N/A		N/A
2021		N/A		N/A		N/A		N/A			N/A		N/A			N/A		N/A
2020		687,621		—		—		4,916,219			—		94,959			—		5,698,799
Other Named Executive Officers (Average)
2024		2,346,031		1,201,412		1,485,573		(303,751	)		—		544,068			—		2,870,509
2023		2,201,273		1,098,037		932,554		(494,952	)		—		189,938			—		1,730,776
2022		2,396,542		1,174,713		1,575,735		32,210			—		(276,677	)		—		2,553,097
2021		2,801,775		1,374,903		3,728,036		3,113,761			—		190,677			—		8,459,346
2020		3,435,622		1,312,374		2,326,156		3,401,301			—		168,237			—		8,018,942

Company Selected Measure Name

earnings per diluted share

Named Executive Officers, Footnote

(1)	The Principal Executive Officer (“PEO”) and other Named Executive Officers for the applicable years were as follows:

Peer Group Issuers, Footnote

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

Adjustment To PEO Compensation, Footnote


Year	Summary Compensation Table Total ($)		Minus Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year ($)		Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($)		Plus/(Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($)			Plus Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($)		Plus/(Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year ($)			Minus Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($)		Equals Compensation Actually Paid ($)
Harry A. Lawton III
2024		11,777,463		8,749,662		10,819,557		(1,943,653	)		—		2,908,316			—		14,812,021
2023		11,374,666		8,499,609		7,183,422		(2,914,843	)		—		1,233,905			—		8,377,541
2022		10,483,321		6,999,737		9,389,310		157,258			—		(1,298,614	)		—		11,731,538
2021		11,117,251		6,749,768		18,301,632		17,341,829			—		217,198			—		40,228,142
2020		15,812,073		9,499,806		22,174,442		—			—		—			—		28,486,709
Gregory A. Sandfort
2024		N/A		N/A		N/A		N/A			N/A		N/A			N/A		N/A
2023		N/A		N/A		N/A		N/A			N/A		N/A			N/A		N/A
2022		N/A		N/A		N/A		N/A			N/A		N/A			N/A		N/A
2021		N/A		N/A		N/A		N/A			N/A		N/A			N/A		N/A
2020		687,621		—		—		4,916,219			—		94,959			—		5,698,799
Other Named Executive Officers (Average)
2024		2,346,031		1,201,412		1,485,573		(303,751	)		—		544,068			—		2,870,509
2023		2,201,273		1,098,037		932,554		(494,952	)		—		189,938			—		1,730,776
2022		2,396,542		1,174,713		1,575,735		32,210			—		(276,677	)		—		2,553,097
2021		2,801,775		1,374,903		3,728,036		3,113,761			—		190,677			—		8,459,346
2020		3,435,622		1,312,374		2,326,156		3,401,301			—		168,237			—		8,018,942

Non-PEO NEO Average Total Compensation Amount

$ 2,346,031

$ 2,201,273

$ 2,396,542

$ 2,801,775

$ 3,435,622

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,870,509

1,730,776

2,553,097

8,459,346

8,018,942

Adjustment to Non-PEO NEO Compensation Footnote


Year	Summary Compensation Table Total ($)		Minus Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year ($)		Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($)		Plus/(Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($)			Plus Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($)		Plus/(Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year ($)			Minus Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($)		Equals Compensation Actually Paid ($)
Harry A. Lawton III
2024		11,777,463		8,749,662		10,819,557		(1,943,653	)		—		2,908,316			—		14,812,021
2023		11,374,666		8,499,609		7,183,422		(2,914,843	)		—		1,233,905			—		8,377,541
2022		10,483,321		6,999,737		9,389,310		157,258			—		(1,298,614	)		—		11,731,538
2021		11,117,251		6,749,768		18,301,632		17,341,829			—		217,198			—		40,228,142
2020		15,812,073		9,499,806		22,174,442		—			—		—			—		28,486,709
Gregory A. Sandfort
2024		N/A		N/A		N/A		N/A			N/A		N/A			N/A		N/A
2023		N/A		N/A		N/A		N/A			N/A		N/A			N/A		N/A
2022		N/A		N/A		N/A		N/A			N/A		N/A			N/A		N/A
2021		N/A		N/A		N/A		N/A			N/A		N/A			N/A		N/A
2020		687,621		—		—		4,916,219			—		94,959			—		5,698,799
Other Named Executive Officers (Average)
2024		2,346,031		1,201,412		1,485,573		(303,751	)		—		544,068			—		2,870,509
2023		2,201,273		1,098,037		932,554		(494,952	)		—		189,938			—		1,730,776
2022		2,396,542		1,174,713		1,575,735		32,210			—		(276,677	)		—		2,553,097
2021		2,801,775		1,374,903		3,728,036		3,113,761			—		190,677			—		8,459,346
2020		3,435,622		1,312,374		2,326,156		3,401,301			—		168,237			—		8,018,942

Compensation Actually Paid vs. Total Shareholder Return

Relationship Between CAP and Company TSR

The following graph demonstrates the relationship between CAP over the five-year cumulative period to the PEOs and the other Named Executive Officers and the TSR of the Company and the TSR Peer Group over the same period:

Compensation Actually Paid vs. Net Income

Relationship Between CAP and Net Income

The following graph demonstrates the relationship between CAP over the five-year cumulative period to the PEOs and the other Named Executive Officers and the Company’s net income over the same period:

Compensation Actually Paid vs. Company Selected Measure

Relationship Between CAP and Diluted Earnings Per Share

The following graph demonstrates the relationship between CAP over the five-year cumulative period to the PEOs and the other Named Executive Officers and the Company’s diluted earnings per share over the same period:

Total Shareholder Return Vs Peer Group

Relationship Between CAP and Company TSR

Tabular List, Table

The following is a list of financial performance measures, which in the Company’s assessment represent the most important financial performance measures used by the Company to link compensation actually paid to the Named

Executive

Officers for 2024. Please see the CD&A for further information regarding each of the measures and their use in the Company’s executive compensation program.

•

Earnings per diluted share

•

Net sales

•

Relative total stockholder return

•

Stock price

Total Shareholder Return Amount

$ 319

248

254

253

161

Peer Group Total Shareholder Return Amount

220

162

114

173

143

Net Income (Loss)

$ 1,101,200,000

$ 1,107,200,000

$ 1,088,700,000

$ 997,100,000

$ 749,000,000

Company Selected Measure Amount

2.04

2.02

1.94

1.72

1.28

Measure:: 1

Non-GAAP Measure Description

Earnings per diluted share

Measure:: 2

Net sales

Measure:: 3

Relative total stockholder return

Measure:: 4

Harry A. Lawton III [Member]

Stock price

PEO Total Compensation Amount

$ 11,777,463

$ 11,374,666

$ 10,483,321

$ 11,117,251

$ 15,812,073

PEO Actually Paid Compensation Amount

$ 14,812,021

$ 8,377,541

$ 11,731,538

$ 40,228,142

$ 28,486,709

PEO Name

Harry A. Lawton III

Gregory A. Sandfort [Member]

PEO Total Compensation Amount

$ 687,621

PEO Actually Paid Compensation Amount

$ 5,698,799

PEO Name

Gregory A. Sandfort

PEO | Harry A. Lawton III [Member] | Grant Date Fair Value of Stock Option and Stock Awards [Member]

PEO | Harry A. Lawton III [Member] | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Option and Stock Awards [Member]

$ (8,749,662)

$ (8,499,609)

$ (6,999,737)

$ (6,749,768)

$ (9,499,806)

PEO | Harry A. Lawton III [Member] | Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards [Member]

10,819,557

7,183,422

9,389,310

18,301,632

22,174,442

PEO | Harry A. Lawton III [Member] | Fair Value at Vesting of Stock Option and Stock Awards [Member]

(1,943,653)

(2,914,843)

157,258

17,341,829

PEO | Harry A. Lawton III [Member] | Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year [Member]

PEO | Harry A. Lawton III [Member] | Fair Value as of Prior Fiscal YearEnd of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions [Member]

2,908,316

1,233,905

(1,298,614)

217,198

PEO | Gregory A. Sandfort [Member] | Grant Date Fair Value of Stock Option and Stock Awards [Member]

PEO | Gregory A. Sandfort [Member] | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Option and Stock Awards [Member]

PEO | Gregory A. Sandfort [Member] | Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards [Member]

PEO | Gregory A. Sandfort [Member] | Fair Value at Vesting of Stock Option and Stock Awards [Member]

4,916,219

PEO | Gregory A. Sandfort [Member] | Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year [Member]

PEO | Gregory A. Sandfort [Member] | Fair Value as of Prior Fiscal YearEnd of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions [Member]

94,959

Non-PEO NEO | Grant Date Fair Value of Stock Option and Stock Awards [Member]

Non-PEO NEO | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Option and Stock Awards [Member]

(1,201,412)

(1,098,037)

(1,174,713)

(1,374,903)

(1,312,374)

Non-PEO NEO | Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards [Member]

1,485,573

932,554

1,575,735

3,728,036

2,326,156

Non-PEO NEO | Fair Value at Vesting of Stock Option and Stock Awards [Member]

(303,751)

(494,952)

32,210

3,113,761

3,401,301

Non-PEO NEO | Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year [Member]

Non-PEO NEO | Fair Value as of Prior Fiscal YearEnd of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions [Member]

544,068

189,938

(276,677)

190,677

168,237