[8-K] TRACTOR SUPPLY CO /DE/ Reports Material Event

Rhea-AI Filing Summary

Tractor Supply Company reported board actions on executive compensation and shareholder returns. The independent directors approved retention equity awards for CEO Harry A. Lawton III: a performance share unit award with a target grant date value of $12,000,000 that will vest on February 5, 2031 based on relative total shareholder return over the January 1, 2026–December 31, 2030 performance period, and a restricted share unit award with a grant date fair value of $8,000,000 that vests in equal installments on the third, fourth, and fifth anniversaries of the grant date, in each case subject to continued employment.

The filing outlines prorated vesting terms for certain terminations and retirement and notes a temporary waiver allowing Mr. Lawton to serve on two outside boards for a limited period. The company also declared a $0.23 per‑share cash dividend payable December 9, 2025 to shareholders of record as of November 24, 2025.

TRACTOR SUPPLY CO /DE/false000091636500009163652025-11-052025-11-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 5, 2025 (November 5, 2025)

  

TRACTOR SUPPLY COMPANY

__________________________________________

(Exact name of registrant as specified in its charter)

 

Delaware			000-23314			13-3139732
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

5401 Virginia Way, Brentwood, Tennessee 37027

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (615) 440-4000

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[☐]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[☐] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[☐] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[☐] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.008 par value

TSCO

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [☐]

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 5, 2025, the independent members of the Board of Directors (the “Board”) of Tractor Supply Company (the “Company”), upon recommendation of the Compensation and Human Capital Committee (the “Committee”) of the Board of Directors, unanimously approved retention equity awards to Harry A. Lawton III, the Company’s President and Chief Executive Officer, consisting of (i) a performance share unit award with a target grant date value of $12,000,000, which will vest on February 5, 2031 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 (the “Retention PSU Award”), and (ii) a restricted share unit award 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”), 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 through extending vesting periods and were developed after considering the input of the Committee’s independent compensation consultant.

In the event that Mr. Lawton’s employment is terminated by the Company without “cause” or by Mr. Lawton for “good reason” (each as defined in the applicable award agreement), 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.

In addition, on November 5, 2025, the Board approved a temporary waiver to the Company’s director service limitations set forth in the Employment Agreement, dated December 4, 2019, by and between the Company and Mr. Lawton, to allow for Mr. Lawton’s service on two outside boards of directors for a limited period of time.

Item 8.01 Other Events.

On November 5, 2025, Tractor Supply Company (the “Company”) issued the press release furnished herewith as Exhibit 99.1 announcing the Company's declaration of a cash dividend of $0.23 per share of outstanding common stock payable December 9, 2025, to stockholders of record as of the close of business on November 24, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.						Description
99.1						Press release of Tractor Supply Company dated November 5, 2025
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

						Tractor Supply Company
November 5, 2025						By:			/s/ Kurt D. Barton
									Name: Kurt D. Barton
									Title: Executive Vice President - Chief Financial Officer and Treasurer

FAQ

What executive awards did Tractor Supply (TSCO) approve?

The board approved a $12,000,000 performance share unit award vesting on February 5, 2031 and an $8,000,000 restricted share unit award vesting in three equal annual installments.

What is the performance period for TSCO’s CEO PSU award?

The PSU measures relative total shareholder return over January 1, 2026 through December 31, 2030 versus the S&P 500 constituents.

How do the TSCO CEO awards vest upon termination or retirement?

If terminated without cause or for good reason, the PSU vests prorata based on performance through termination. Upon retirement, the PSU vests prorata through the period end and the RSU vests as if employed through year-end.

Did Tractor Supply (TSCO) change director service limits for the CEO?

Yes. The board approved a temporary waiver allowing Mr. Lawton to serve on two outside boards for a limited period.

What dividend did TSCO declare and when is it payable?

A cash dividend of $0.23 per share, payable on December 9, 2025 to shareholders of record on November 24, 2025.