Estep Jonathan S 4

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.