Tractor Supply CEO has shares withheld for taxes

Tractor Supply Company’s President and CEO Harry A. Lawton III reported a tax-related share withholding.

Rhea-AI Filing Summary

Tractor Supply Company’s President and CEO Harry A. Lawton III reported a tax-related share withholding. On February 8, 2026, 6,203.528 shares of common stock were withheld at $54.738 per share to cover tax liabilities from vesting restricted stock units. After this, he directly beneficially owned 594,193.787 common shares and indirectly owned 2,131.252 shares through a stock purchase plan.

Insider Trade Summary

Exercise Price or Tax Liability: 6,203.528 shares

Exercise Price or Tax Liability 2 txns

Insider Lawton III Harry A

Role President & CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common stock	6,203.528	$54.738	$340K
holding	Common stock	--	--	--

Holdings After Transaction: Common stock — 594,193.787 shares (Direct); Common stock — 2,131.252 shares (Indirect, Stock Purchase Plan)

Footnotes (1)

1. F1. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did TSCO CEO Harry Lawton report on February 8, 2026?

Harry A. Lawton III reported 6,203.528 TSCO common shares withheld on February 8, 2026. The shares were retained by the company to satisfy tax withholding liabilities tied to vesting restricted stock units, rather than an open-market sale.

Was the Tractor Supply (TSCO) CEO’s February 2026 Form 4 a sale of shares?

No, the Form 4 shows shares withheld for taxes, not an open-market sale. 6,203.528 shares were withheld to cover tax obligations triggered by the lapse of vesting restrictions on restricted stock units.

How many Tractor Supply (TSCO) shares does the CEO own after this transaction?

After the transaction, Harry A. Lawton III beneficially owned 594,193.787 TSCO common shares directly. He also held 2,131.252 additional shares indirectly through a Stock Purchase Plan, according to the reported holdings.

What is transaction code F on the Tractor Supply (TSCO) Form 4?

Transaction code F indicates shares withheld for tax purposes. In this case, 6,203.528 TSCO common shares were withheld to satisfy tax withholding liabilities related to vesting restricted stock units, rather than being sold on the market.

Does TSCO’s CEO hold Tractor Supply shares indirectly as well as directly?

Yes. The Form 4 shows direct ownership of 594,193.787 shares and indirect ownership of 2,131.252 shares. The indirect holdings are through a Stock Purchase Plan, while the remaining shares are held directly.

What triggered the tax withholding transaction reported by TSCO’s CEO?

The withholding was triggered by the lapse of vesting restrictions on restricted stock units. As those RSUs vested, 6,203.528 shares were withheld at $54.738 per share to meet associated tax withholding liabilities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/10/2026 - 05:15 PM Learn about SEC filing dates

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)
02/08/2026

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	02/08/2026		F(1)		6,203.528	D	$54.738	594,193.787	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	02/10/2026
	** 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.