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Tractor Supply logoTractor Supply TSCO

The company said the independent Board members approved a performance share unit (PSU) award to CEO Harry A. Lawton III on November 5, 2025, with a target grant date value of $12,000,000. The award vests on February 5, 2031 and is tied to total shareholder return relative to the constituents of the S&P 500 Index over the 2026 to 2030 performance period.

8-KDeparture or Appointment of Directors or Certain OfficersFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said the independent Board members approved a performance share unit (PSU) award to CEO Harry A. Lawton III on November 5, 2025, with a target grant date value of $12,000,000. The award vests on February 5, 2031 and is tied to total shareholder return relative to the constituents of the S&P 500 Index over the 2026 to 2030 performance period.

  2. The company also said the Board approved a restricted share unit (RSU) award to Mr. Lawton on the same day, with a grant date fair value of $8,000,000. The awards vest in equal installments on the 3rd, 4th and 5th anniversaries of the grant date, subject to his continued employment through each vesting date.

  3. Tractor Supply said Mr. Lawton's PSU award will vest on a prorated basis based on performance through the termination date if he is terminated without cause or resigns for good reason. The Board also granted a temporary waiver, effective December 4, 2019, of the director service limitations in his employment agreement, allowing him to serve on two outside boards of directors.

  4. Tractor Supply said its Board declared a quarterly cash dividend of $0.23 per share of common stock. The dividend is payable on December 9, 2025 to stockholders of record as of the close of business on November 24, 2025.

Summary

AI-written

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

CEO Retention PSU Target Grant Value of $12,000,000

The company said the independent Board members approved a performance share unit (PSU) award to CEO Harry A. Lawton III on November 5, 2025, with a target grant date value of $12,000,000. The award vests on February 5, 2031 and is tied to total shareholder return relative to the constituents of the S&P 500 Index over the 2026 to 2030 performance period.

Source · Based on the filing body and exhibits

CEO Retention RSU Grant Date Fair Value of $8,000,000

The company also said the Board approved a restricted share unit (RSU) award to Mr. Lawton on the same day, with a grant date fair value of $8,000,000. The awards vest in equal installments on the 3rd, 4th and 5th anniversaries of the grant date, subject to his continued employment through each vesting date.

Source · Based on the filing body and exhibits

Vesting on Termination or Retirement; Temporary Outside Board Waiver

Tractor Supply said Mr. Lawton's PSU award will vest on a prorated basis based on performance through the termination date if he is terminated without cause or resigns for good reason. The Board also granted a temporary waiver, effective December 4, 2019, of the director service limitations in his employment agreement, allowing him to serve on two outside boards of directors.

Source · Based on the filing body and exhibits

Quarterly Cash Dividend of $0.23 per Share Payable December 9

Tractor Supply said its Board declared a quarterly cash dividend of $0.23 per share of common stock. The dividend is payable on December 9, 2025 to stockholders of record as of the close of business on November 24, 2025.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.