Item 5. Other Information

Replacement of Exhibit 10.1 from Current Report on Form 8-K filed on October 5, 2022

The following disclosure is intended to update disclosure pursuant to Item 9.01 (d) of our Current Report on Form 8-K filed on October 5, 2022 with the Securities and Exchange Commission. The Exhibit filed as Exhibit 10.1 to this report corrects and replaces Exhibit 10.1 to the Current Report on Form 8-K filed on October 5, 2022.

Sixth Amended and Restated Bylaws

On November 3, 2022, the board of directors of Tractor Supply Company approved Sixth Amended and Restated Bylaws for the Company (the "Sixth Amended and Restated Bylaws"), effective immediately to:

• Require that, to propose a nominee for election as a director at a meeting of the stockholders, a proposing stockholder must fully comply with Rule 14a-19 under the Securities Exchange Act of 1934, as amended ("Rule 14a-19), including with respect to the solicitation of proxies;

• Clarify requirements in connection with Rule 14a-19 relating to a director nominee's written consent to being named in a proxy statement;

• Require that no stockholder may nominate at a meeting of the stockholders a number of director nominees in excess of the number of directors to be elected at such a meeting;

• Establish that the Company may disregard proxies or votes solicited by a stockholder for nominees proposed by such stockholder if the stockholder does not comply with Rule 14a-19, including by providing proper notice, timely filing of a definitive proxy statement and soliciting the required number of holders of the Company’s common stock;

• Require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; and

• Implement certain amendments to the Delaware General Corporation Law (the “DGCL”) including:

◦Giving the Company the ability to provide the details for an adjourned meeting in any manner permitted by the DGCL; and

◦Eliminate the requirement that the Company make a stockholder list available during a meeting of stockholders.

The foregoing description of the Sixth Amended and Restated Bylaws and the amendments contained therein does not purport to be complete and is qualified in its entirety by reference to the Sixth Amended and Restated Bylaws, which are filed herewith as Exhibit 3.1, and as Exhibit 3.2 in redline form showing the changes described above, and incorporated herein by reference.

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