Tractor Supply Merchandising Chief Nets $2M Profit on Stock Option Trade

Rhea-AI Filing Summary

Jonathan S. Estep, EVP Chief Merchandise Officer of Tractor Supply Co (TSCO), executed significant stock transactions on June 23, 2025 through a pre-planned Rule 10b5-1 trading plan established on February 11, 2025.

Key transaction details:

• Exercised 56,630 employee stock options at $18.22 per share
• Immediately sold 56,630 shares at $53.00 per share
• Net proceeds from the transaction approximately $1.97 million
• Following the transactions, Estep holds 74,605 shares directly and 835 shares indirectly through Stock Purchase Plan

The exercised options were originally granted under the 2018 Omnibus Incentive Plan with a vesting schedule of three equal installments from 2021 to 2023. This transaction represents a complete disposition of Estep's option holdings from this grant.

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).

X

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^*

Estep Jonathan S

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP Chief Merchandise Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2025

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	06/23/2025		M(1)		56,630	A	$18.22	131,235.232	D
Common stock	06/23/2025		S(1)		56,630	D	$53	74,605.232	D
Common stock								835.358	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
Employee stock option	$18.22	06/23/2025		M(1)			56,630	(2)	02/05/2030	Common stock	56,630	$0	0	D

Explanation of Responses:

1. The reported employee stock option exercise and sale were effected pursuant to a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), adopted on February 11, 2025.

2. Granted pursuant to the Tractor Supply Company 2018 Omnibus Incentive Plan. The shares subject to this option will vest, subject to conditions, and become exercisable as follows: 33 1/3% on February 5, 2021, 33 1/3% on February 5, 2022, and 33 1/3% on February 5, 2023.

Remarks:

	Jonathan S. Estep: /s/ Robert C. Lambourne, as Attorney-in-fact	06/25/2025
	** 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 trading activity occurred at TSCO on June 23, 2025?

On June 23, 2025, Jonathan S. Estep (EVP Chief Merchandise Officer) exercised 56,630 stock options at $18.22 per share and subsequently sold the same number of shares at $53 per share. This transaction was executed according to a Rule 10b5-1 trading plan adopted on February 11, 2025.

How many TSCO shares does Jonathan Estep own after the June 2025 transaction?

After the reported transactions, Jonathan Estep owns 74,605.232 shares directly and 835.358 shares indirectly through a Stock Purchase Plan, for a total of approximately 75,440.59 shares of Tractor Supply Company stock.

What was the profit from TSCO stock options exercised by the insider?

The insider realized a gross profit of approximately $34.78 per share ($53 sale price - $18.22 exercise price), resulting in a total gross profit of about $1.97 million from exercising and selling 56,630 shares (before accounting for taxes and fees).

Was TSCO insider Jonathan Estep's stock sale pre-planned?

Yes, the stock option exercise and sale were executed pursuant to a Rule 10b5-1 trading plan that was adopted on February 11, 2025. This type of plan provides an affirmative defense against insider trading allegations by establishing the trading parameters in advance.

What position does the TSCO insider Jonathan Estep hold?

Jonathan S. Estep serves as the Executive Vice President (EVP) and Chief Merchandise Officer at Tractor Supply Company.