[Form 3] DOLLAR TREE, INC. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Dollar Tree insider ownership disclosure: Brent A. Beebe, identified as Chief Merchandising Officer and an officer of Dollar Tree (DLTR), reports direct ownership of 13,418 shares of common stock, which includes 7,716 unvested restricted stock units granted under the company’s 2021 Omnibus Incentive Plan. He also holds two stock options covering 1,075 and 1,078 shares with exercise prices of $143.55 and $135.91 respectively; both options vest in roughly equal installments over three years and expire no later than ten years after grant.

Insights

Corporate Governance Expert

TL;DR: Routine initial Form 3 discloses officer equity and standard time‑based incentives, signaling alignment with shareholder interests.

The filing is a typical initial beneficial ownership report for a senior executive. The disclosed 13,418 shares (including 7,716 unvested RSUs) and two time‑vested stock options reflect standard long‑term incentive design under the company’s 2021 Omnibus Incentive Plan. Vesting schedules tied to continued employment and ten‑year option terms are conventional and suggest retention rather than immediate monetization. This is informational for governance transparency but does not indicate an imminent corporate action.

Compensation / Equity Plan Analyst

TL;DR: Equity mix—RSUs plus two option grants with strikes at $143.55 and $135.91—fits common executive pay structure focused on retention.

The combination of 7,716 unvested RSUs and two small option awards (totaling 2,153 underlying shares) implies a compensation package weighted toward restricted stock with supplemental option upside. Vesting in approximately equal annual installments over three years is standard and ties pay to tenure. Exercise prices stated are explicit risk/reward thresholds for future upside but the absolute sizes disclosed are modest relative to typical C‑suite holdings of large retailers.

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

OMB APPROVAL

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1. Name and Address of Reporting Person^*

Beebe Brent A.

(Last) (First) (Middle)

500 VOLVO PARKWAY

(Street)

CHESAPEAKE VA 23320

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/09/2025

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 Merchandising 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	13,418(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)	(5)	Common Stock	1,078	$135.91	D

Explanation of Responses:

1. Includes 7,716 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.

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

	/s/ John S. Mitchell, Jr., attorney-in-fact for Mr. Beebe	09/19/2025
	** 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 Brent A. Beebe report on his Form 3 for DLTR?

The report shows direct ownership of 13,418 common shares (including 7,716 unvested RSUs) and two stock options covering 1,075 and 1,078 shares.

What are the exercise prices of the stock options reported for DLTR insider?

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

How do the reported equity awards vest according to the Form 3?

Both option grants vest in approximately equal installments on each of the first three anniversaries of the grant date, generally subject to continued employment.

Do the options reported for DLTR expire?

Yes, each option expires upon termination with certain grace periods or ten years after award, whichever is less.

Are the restricted stock units reported vested or unvested?

The filing specifies that 7,716 of the shares are unvested restricted stock units granted under the 2021 Omnibus Incentive Plan.