Tractor Supply (TSCO) CEO Lawton reports 6,444 shares withheld for taxes

Rhea-AI Filing Summary

Tractor Supply Company President & CEO Harry A. Lawton III, who is also a director, reported a Form 4 transaction dated February 5, 2026. A total of 6,444.406 shares of common stock were withheld at $54.802 per share to satisfy tax withholding obligations tied to the vesting of restricted stock units.

After this tax-withholding transaction, Lawton beneficially owned 600,397.315 shares of Tractor Supply common stock directly and 2,131.252 shares indirectly through a Stock Purchase Plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Lawton III Harry A

Role President & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common stock	6,444.406	$54.802	$353K
holding	Common stock	--	--	--

Holdings After Transaction: Common stock — 600,397.315 shares (Direct); Common stock — 2,131.252 shares (Indirect, Stock Purchase Plan)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lawton III Harry A

(Last) (First) (Middle)

C/O TRACTOR SUPPLY COMPANY

5401 VIRGINIA WAY

(Street)

BRENTWOOD TN 37027

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TRACTOR SUPPLY CO /DE/ [ TSCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock	02/05/2026		F(1)		6,444.406	D	$54.802	600,397.315	D
Common stock								2,131.252	I	Stock Purchase Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction represents the number of shares withheld to satisfy tax withholding liabilities incident to the lapse of vesting restrictions on the restricted stock units.

Remarks:

	Harry A, Lawton III by: /s/ Philip L. Codington, as Attorney-in-fact	02/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did TSCO CEO Harry Lawton report in this Form 4 filing?

Harry A. Lawton III reported that 6,444.406 shares of Tractor Supply common stock were withheld at $54.802 per share to cover tax withholding obligations arising from the vesting of restricted stock units on February 5, 2026.

How many Tractor Supply (TSCO) shares does Harry Lawton own after the February 5, 2026 transaction?

Following the February 5, 2026 tax-withholding transaction, Harry A. Lawton III beneficially owned 600,397.315 Tractor Supply common shares directly and 2,131.252 shares indirectly through a Stock Purchase Plan, according to the Form 4 filing.

Was the TSCO Form 4 transaction an open-market sale by the CEO?

No, the Form 4 states the transaction represents shares withheld to satisfy tax withholding liabilities when restricted stock units vested, coded as transaction type F, rather than an open-market discretionary sale by President and CEO Harry A. Lawton III.

What does transaction code F mean in the TSCO Form 4 for Harry Lawton?

Transaction code F in this Form 4 indicates shares were withheld to pay taxes. The filing explains 6,444.406 shares were retained by the company to satisfy tax withholding tied to the vesting of restricted stock units for Harry A. Lawton III.

How many TSCO shares are held indirectly for Harry Lawton, and in what form?

The Form 4 reports that 2,131.252 Tractor Supply common shares are held indirectly for Harry A. Lawton III through a Stock Purchase Plan, separate from his 600,397.315 directly held shares reported after the February 5, 2026 transaction.

What role does Harry A. Lawton III have at Tractor Supply (TSCO) in this Form 4?

In this Form 4, Harry A. Lawton III is identified as both a director and as an officer of Tractor Supply Company, serving in the role of President & CEO at the time of the reported February 5, 2026 transaction.