[Form 4] Dollar Tree Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 07/01/2025, Dollar Tree, Inc. (DLTR) filed a Form 4 indicating that director Timothy A. Johnson received 1,477 shares of common stock, coded “A” for acquisition. The shares were issued as the annual director equity award under the company’s shareholder-approved 2021 Omnibus Incentive Plan at a reference price of $101.50 per share. After the grant, Johnson’s direct beneficial ownership rose to 2,153 shares. No dispositions or derivative transactions were reported. The filing reflects routine board compensation rather than a signal of insider conviction, but it marginally tightens management-shareholder alignment and carries no apparent negative implications.

Positive

• Director equity award increases insider ownership, aligning board interests with shareholders via 1,477 additional shares.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine equity grant; strengthens alignment but financially immaterial.

The Form 4 shows a standard, plan-based equity award to Director Timothy Johnson. Such grants are customary for S&P 500 boards and do not imply market timing or valuation commentary. While the additional 1,477 shares lift Johnson’s stake by roughly US$150k, Dollar Tree’s market cap exceeds US$20 bn, so dilution and valuation impact are negligible. Nonetheless, periodic stock-based compensation keeps directors personally invested, which proxy advisors view favorably for governance.

Portfolio Manager

TL;DR: Neutral-to-slightly positive; tiny position increase has no price impact.

From a portfolio standpoint, the award does not alter our investment thesis. The share count is immaterial versus average daily volume, and no cash changed hands. It simply reflects ongoing board compensation. Investors can view it as a modest affirmation of long-term alignment, but it offers no insight into near-term fundamentals or earnings trajectory. I classify the event as non-impactful for position sizing or risk models.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

JOHNSON TIMOTHY A

(Last) (First) (Middle)

500 VOLVO PARKWAY

(Street)

CHESAPEAKE VA 23320

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2025		A		1,477(1)	A	$101.5	2,153	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the annual director equity award granted from the Issuer's shareholder approved 2021 Omnibus Incentive Plan.

	/s/ John S. Mitchell, Jr., attorney-in-fact for Mr. Johnson	07/03/2025
	** 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 4 (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

How many Dollar Tree (DLTR) shares did Director Timothy Johnson acquire?

He acquired 1,477 common shares on 07/01/2025.

What was the acquisition price reported on the Form 4?

The reference price listed is $101.50 per share.

What is Johnson’s total direct ownership after the grant?

His direct holdings increased to 2,153 DLTR shares.

Was this an open-market purchase or a stock award?

It was a stock award under Dollar Tree’s 2021 Omnibus Incentive Plan, coded “A” (acquisition).

Does the filing include any derivative securities activity?

No, no derivative securities were reported in the filing.