TRACTOR SUPPLY CO /DE/ — Director's Dealing 2023

Feb 10, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2023-02-08

Reporting Person: Lawton III Harry A (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-08	Common stock	A	44860	—	Acquired	114072	Direct
2023-02-08	Common stock	F	17653	$229.66	Disposed	96419	Direct
2023-02-09	Common stock	F	1075	$231.97	Disposed	95344	Direct
2023-02-09	Common stock	A	9457	—	Acquired	104801	Direct
2023-02-09	Common stock	S	20067	$231.21	Disposed	84734	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-09	Employee stock option	$232.73	A	34887	Acquired	2033-02-09	Common stock (34887.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	127	Indirect

Footnotes

F1: Represents a vesting of performance-based share units (PSUs) for the period ended December 31, 2022, as certified by the Compensation Committee on February 8, 2023. Each PSU entitles the reporting person to receive one share of common stock. The PSUs vested in full on February 8, 2023.

F2: This transaction represents the number of shares withheld to satisfy tax withholding liabilities upon the vesting of performance-based share units.

F3: 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.

F4: 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 will vest, subject to conditions, as follows: 33 1/3% on February 9, 2024, 33 1/3% on February 9, 2025 and 33 1/3% on February 9, 2026.

F5: This transaction was made pursuant to a 10b5-1 plan established by Mr. Lawton on November 10, 2022.

F6: 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 9, 2024, 33 1/3% on February 9, 2025, and 33 1/3% on February 9, 2026.