Estep Jonathan S 4

4 · TRACTOR SUPPLY CO /DE/ · Filed Feb 12, 2026

AI-generated summary of this filing

Updated Feb 12, 2026

Tractor Supply (TSCO) EVP Jonathan Estep Sells 59,745 Shares

What Happened

Jonathan S. Estep, EVP & Chief Merchandise Officer of Tractor Supply (TSCO), exercised 59,745 option shares on 2026-02-11 at $28.64/share (cost $1,711,097) and sold those 59,745 shares the same day in the open market at a weighted average price of $54.03/share (proceeds $3,228,022). The transaction generated roughly $1.52M in gross proceeds above the exercise cost.
The filing also shows two awards on 2026-02-10: 7,235 restricted stock units (RSUs) and a grant of 32,389 option/derivative shares (both reported at $0 acquisition price) with multi-year vesting schedules.

Key Details

Transaction dates: 2026-02-10 (awards), 2026-02-11 (exercise and sale). Filing date: 2026-02-12 (timely).
Exercise price and cost: 59,745 shares exercised at $28.64 = $1,711,097.
Sale price and proceeds: 59,745 shares sold at weighted avg $54.03 = $3,228,022. Sales executed at prices between $54.01 and $54.08 (per footnote).
Net difference (proceeds − exercise cost): ~ $1,516,925 (pre-tax, before fees).
Awards: 7,235 RSUs granted (each converts to one share; vesting in three equal installments Feb 10, 2027–2029). 32,389-share option/derivative grant also shown with a similar vesting schedule.
Derivative reporting: the filing includes derivative conversion/disposition entries related to the exercise—these reflect option/RSU mechanics rather than separate market purchases.
Shares owned after the transactions: not specified in the provided excerpt of the filing.
Timeliness: Filed on 2026-02-12 for trades on 2/10–2/11 — appears timely (Form 4 is due within 2 business days).

Context

This was effectively a same-day exercise and sale (a cashless-style outcome): options were exercised and those shares were sold immediately, which is common for executives realizing option value.
The filing also reports new incentive awards (RSUs and an option grant) with multi-year vesting; such awards do not represent immediate purchases or sales.
These transactions are routine insider liquidity and do not by themselves indicate the executive’s long-term view; purchases would generally be more indicative of a bullish signal.

Form 4

Period: 2026-02-10

EVP Chief Merchandise Officer

Transactions

Award
Common stock
[F1]
2026-02-10+7,235→ 80,930.88 total
Exercise/Conversion
Common stock
2026-02-11$28.64/sh+59,745$1,711,097→ 140,675.88 total
Sale
Common stock
[F2]
2026-02-11$54.03/sh−59,745$3,228,022→ 80,930.88 total
Award
Employee stock option
[F3]
2026-02-10+32,389→ 32,389 total
Exercise: $53.78Exp: 2036-02-10→ Common stock (32,389 underlying)
Exercise/Conversion
Employee stock option
[F4]
2026-02-11−59,745→ 0 total
Exercise: $28.64Exp: 2031-02-03→ Common stock (59,745 underlying)

Holdings

Footnotes (4)

[F1]Shares were acquired pursuant to a grant of restricted stock units (RSUs) under the Tractor Supply Company 2018 Omnibus Incentive Plan. Each RSU entitles the reporting person to receive one share of common stock. The RSUs vest as follows: 33 1/3% on February 10, 2027, 33 1/3% on February 10, 2028 and 33 1/3% on February 10, 2029.
[F2]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.01 to $54.08, inclusive.
[F3]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 10, 2027, 33 1/3% on February 10, 2028, and 33 1/3% on February 10, 2029.
[F4]Granted pursuant to the Tractor Supply Company 2018 Omnibus Incentive Plan. The shares subject to this option vested and became exercisable as follows: 33 1/3% on February 3, 2022, 33 1/3% on February 3, 2023, and 33 1/3% on February 3, 2024.

Signature

Jonathan S. Estep by: /s/ Philip L. Codington, as Attorney-in-fact|2026-02-12

1 file