[Form 3] Dollar Tree Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Dollar Tree Inc. reporting person Mitchell John S. Jr., identified as an officer serving as Chief Legal Officer, reports beneficial ownership of 10,578 shares of common stock, consisting of 8,141 unvested restricted stock units and other vested shares. He also holds stock options to purchase 1,075 and 1,078 shares at exercise prices of $143.55 and $135.91, respectively, with standard multi-year vesting and expiration terms.

Positive

• Officer holds equity (10,578 shares) aligning interests with shareholders
• Majority of holdings are RSUs (8,141 unvested), reflecting compensation through long-term incentives
• Stock options disclosed (total 2,153 underlying shares) with clear exercise prices and vesting schedules

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine initial beneficial ownership disclosure showing executive equity and option holdings, indicating alignment with shareholders.

The Form 3 documents an officer's equity stake and option grants: total reported common stock beneficially owned is 10,578 shares including 8,141 unvested RSUs, plus two option awards totaling 2,153 underlying shares with exercise prices of $143.55 and $135.91. This is a standard Section 16 disclosure for a newly reporting insider and does not present immediate dilution or financing events. Vesting schedules are typical multi-year installments tied to continued service.

Corporate Governance Expert

TL;DR: Standard initial filing that documents officer status and compensation-related equity, consistent with incentive plan grants.

The filing identifies Mitchell John S. Jr. as Chief Legal Officer and reports equity granted under the Company’s 2021 Omnibus Incentive Plan: 8,141 unvested RSUs and stock options with customary three-year vesting and ten-year maximum term. The disclosure fulfills Section 16 reporting requirements and provides transparency on insider alignment and potential future dilution as awards vest or are exercised.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Mitchell John S. JR

(Last) (First) (Middle)

500 VOLVO PARKWAY

(Street)

CHESAPEAKE VA 23320

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2025

3. Issuer Name and Ticker or Trading Symbol
DOLLAR TREE, INC. [ DLTR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,578(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(2)	(3)	Common Stock	1,075	$143.55	D
Stock Option (right to buy)	(4)	(3)	Common Stock	1,078	$135.91	D

Explanation of Responses:

1. Includes 8,141 unvested restricted stock units granted pursuant to the Company's 2021 Omnibus Incentive Plan.

2. The stock options were granted pursuant to the Company's 2021 Omnibus Incentive Plan and will vest in approximately equal installments on each of the first three anniversaries of the date of grant, subject generally to continued employment with the Company through each vesting date. The option was granted on March 31, 2023.

3. Expires upon termination, with certain grace periods, or ten years after award, whichever is less.

4. The stock options were granted pursuant to the Company's 2021 Omnibus Incentive Plan and will vest in approximately equal installments on each of the first three anniversaries of the date of grant, subject generally to continued employment with the Company through each vesting date. The option was granted on April 1, 2024.

	/s/ Lee G. Lester, attorney-in-fact for Mr. Mitchell, Jr.	08/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Form 3 for DLTR disclose about Mitchell John S. Jr.'s holdings?

The Form 3 reports 10,578 shares beneficially owned, including 8,141 unvested restricted stock units and options for 1,075 and 1,078 shares.

What are the exercise prices of the DLTR stock options disclosed?

The two option awards have exercise prices of $143.55 and $135.91 per share.

Under what plan were the RSUs and options granted?

The awards were granted pursuant to the Company’s 2021 Omnibus Incentive Plan as stated in the filing.

How do the disclosed equity awards vest?

The stock options vest in approximately equal installments on each of the first three anniversaries of the grant dates, subject to continued employment.

Does the Form 3 indicate indirect ownership or other special arrangements?

All reported shares and options are shown as direct (D) ownership; no indirect ownership is indicated in the filing.