[Form 4] Tractor Supply Co Insider Trading Activity

Rhea-AI Filing Summary

Tidewater Inc. (NYSE: TDW) filed an 8-K announcing a comprehensive refinancing package and a key executive promotion.

• $650 million 9.125% Senior Notes due 2030: issued 7 July 2025 under a new indenture. Notes are senior unsecured and fully guaranteed by existing and future subsidiaries. Interest is paid semi-annually beginning 15 Jan 2026. Early-redemption prices step down from 104.563% in 2027 to par in 2029.
• $250 million senior secured revolving credit facility: replaces a $25 million super-senior revolver. Pricing is Term SOFR/ABR + 250-350 bp depending on net leverage. Covenants include maximum 3.0× net debt/EBITDA, minimum liquidity floor (greater of $20 million or 10% of net debt) and ≥250% collateral coverage.
• Debt retirements: Existing $25 million facility and a 2023 term loan are fully repaid; 8.50% 2026 secured bonds and 10.375% 2028 unsecured bonds will be redeemed in full, simplifying the capital structure.
• Executive change: Piers Middleton (52) becomes EVP & COO effective 1 July 2025 after serving as EVP & Chief Commercial Officer.

The transactions increase committed liquidity by $225 million, extend the nearest bond maturity to 2030 and consolidate collateral under a single revolver. However, the new notes carry a relatively high 9.125% coupon, reflecting current market pricing and the unsecured status. Tight quarterly covenants and mandatory prepayment triggers aim to preserve balance-sheet discipline.

Positive

• Extended debt maturity to 2030, removing 2026 and 2028 bond overhang.
• Increased revolving credit capacity from $25 million to $250 million, materially enhancing liquidity.
• Simplified capital structure with termination of multiple legacy facilities and bonds.
• Senior notes are unsecured, freeing up collateral for the larger revolver.

Negative

• High 9.125% coupon increases annual interest expense relative to redeemed 8.50% secured bonds.
• Tight financial covenants (≤3.0× net debt/EBITDA, ≥250% collateral coverage) could constrain flexibility in downturn.
• Mandatory cash sweep when cash exceeds $175 million may limit capital deployment options.

Insights

Sell-Side Credit Analyst

TL;DR – Refi extends maturities and boosts liquidity but at a steep 9.125% cost; overall leverage covenant tight.

Moving from multiple nearer-term instruments to a single 2030 note and a larger revolver is strategically sound, eliminating covenant complexity and refinancing risk through 2028. Liquidity expands to $250 million revolver capacity, although availability is restricted when cash exceeds $175 million. The 9.125% unsecured coupon implies roughly 425-450 bp wide of the current BB- energy curve, signalling investors still demand a risk premium for offshore-service exposure. The step-down call schedule provides optionality if conditions improve. Credit metrics must comply with ≤3.0× net debt/EBITDA, keeping leverage moderate. Paying off higher-coupon 10.375% 2028 bonds is slightly accretive on a cash basis, but replacing 8.50% secured bonds with 9.125% unsecured adds cost yet frees collateral. Overall impact: neutral to mildly positive for long-term credit outlook.

Equity Portfolio Manager

TL;DR – Liquidity up, maturity wall cleared, but earnings drag from higher interest limits near-term upside.

Equity holders gain visibility: the next significant debt maturity shifts to 2030, and revolver liquidity expands ten-fold. Yet annual interest expense rises about $15-20 million versus retiring the 8.50% and 10.375% bonds, modestly pressuring EPS until rates normalize. Management’s willingness to issue unsecured notes reflects improving asset values and covenant flexibility. Appointment of an experienced COO strengthens the commercial team amid offshore cycle expansion. Net effect is balanced; investors may view the deal favourably for de-risking but will monitor interest coverage and covenant headroom.

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^*

Jackson Denise L

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

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	07/02/2025		S(1)		1,550	D	$55	39,918	D

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. The reported stock sale was effected pursuant to a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), adopted on February 14, 2025.

Remarks:

	Denise L. Jackson by: /s/ Robert C. Lambourne, as Attorney-in-fact	07/07/2025
	** 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 is the size and coupon of Tidewater's new 2030 notes (TDW)?

Tidewater issued $650 million of 9.125% senior unsecured notes due 15 July 2030.

When will interest on the new TDW notes be paid?

Interest is payable semi-annually on 15 January and 15 July, starting 15 January 2026.

How big is Tidewater's new revolving credit facility?

The company secured a $250 million senior secured revolving credit facility replacing a prior $25 million line.

Which existing debts did Tidewater retire with this refinancing?

Tidewater terminated its $25 million super-senior revolver, a 2023 term loan, and will redeem all outstanding 2026 and 2028 bonds.

What leverage covenant applies under the new credit agreement?

Net interest-bearing debt to consolidated EBITDA must be ≤3.0× at each quarter-end.

Who is Tidewater's newly appointed COO?

Effective 1 July 2025, Piers Middleton becomes Executive Vice President & Chief Operating Officer.