Form 4: Lawton III Harry reports disposition transactions in TSCO

Rhea-AI Filing Summary

Lawton III Harry A reported disposition transactions in a Form 4 filing for TSCO. The filing lists transactions totaling 5,724 shares at a weighted average price of $54.06 per share. Following the reported transactions, holdings were 635,017 shares.

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

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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)
02/12/2026

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	02/12/2026		F(1)		5,724.245	D	$54.062	635,016.542	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	02/17/2026
	** 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 insider transaction did TSCO’s CEO report on February 12, 2026?

Tractor Supply’s President & CEO Harry A. Lawton III reported a tax-related share disposition. On February 12, 2026, 5,724.245 common shares were withheld at $54.062 per share to satisfy tax withholding liabilities tied to vesting restricted stock units.

Was the TSCO Form 4 transaction an open-market sale of shares?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were withheld to cover tax liabilities when restricted stock units vested, as explained in the footnote, rather than being voluntarily sold on the market.

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

After the reported transaction, Harry A. Lawton III beneficially owned 635,016.542 Tractor Supply common shares directly. He also held 2,131.252 additional common shares indirectly through a stock purchase plan, according to the ownership table in the filing.

What does transaction code F mean in the TSCO CEO’s Form 4?

Transaction code F indicates shares used for payment of exercise price or tax liability. In this case, 5,724.245 Tractor Supply common shares were withheld to satisfy tax withholding obligations related to the vesting of restricted stock units.

What insider roles does Harry A. Lawton III hold at Tractor Supply (TSCO)?

Harry A. Lawton III is both a director and an officer at Tractor Supply. The Form 4 identifies him as President & CEO, confirming he holds the company’s top executive role in addition to serving on the board of directors.

How many TSCO shares does the CEO hold indirectly and through what plan?

The Form 4 shows that Harry A. Lawton III indirectly owns 2,131.252 Tractor Supply common shares. These indirect holdings are reported as being held through a Stock Purchase Plan, separate from his larger block of directly owned shares.