Mantle Ridge (NASDAQ: DLTR) trims Dollar Tree stake with 2.23M-share sale and large LP distributions

Rhea-AI Filing Summary

Entities affiliated with Mantle Ridge LP restructured and reduced their Dollar Tree stake through sales, forward unwinds, and partner distributions. On June 24, 2026, the Mantle Ridge Funds sold 2,230,455 common shares at an open-market price of $111.31 per share and converted derivative exposure into 602,170 common shares at a forward price of $148.86 per share.

According to the filing, 10,266,164 shares were distributed pro rata to direct and indirect owners of the Mantle Ridge Funds with no consideration paid. After these transactions, Mantle Ridge–related entities report indirect ownership of 12,706,663 Dollar Tree common shares. The reporting persons state they may be deemed beneficial owners through pecuniary interests but disclaim beneficial ownership beyond that and indicate they have no plans to sell additional shares while Paul C. Hilal continues serving as a director.

Insights

Equity ownership and governance analyst

Mantle Ridge funds reshaped a large Dollar Tree position via sales, forward unwinds, and partner distributions while retaining a sizable stake.

The filing shows Mantle Ridge–related funds engaging in a complex mix of transactions: open-market sales of 2,230,455 Dollar Tree shares at $111.31, conversion of share forwards into 602,170 shares at $148.86, and distributions of 10,266,164 shares to fund investors without consideration. These actions both monetize exposure and shift ownership from the funds to their underlying partners.

After the activity, entities tied to Mantle Ridge still report indirect ownership of 12,706,663 common shares, indicating a substantial continuing position. Footnotes clarify that Mantle Ridge, MR Cobalt, and Paul C. Hilal may be deemed beneficial owners due to pecuniary interests but formally disclaim full beneficial ownership. The filing also states there are no current plans to sell further shares and that Hilal intends to remain on the board, suggesting an ongoing governance role despite partial de-risking of the economic stake.

Insider Trade Summary

Net Seller: 12,820,400 shares ($248,271,946)

Net Sell 15 txns

Insider Mantle Ridge LP, MR Cobalt Advisor LLC, Hilal Paul C

Role null | null | null

Sold 12,820,400 shs ($248.27M)

Type	Security	Shares	Price	Value
Conversion	Share Forward Transactions	602,170	$0.00	--
Sale	Share Forward Transactions	33,981	$0.00	--
Sale	Share Forward Transactions	900,360	$0.00	--
Sale	Cash Settled Share Forward Transactions	2,501,339	$0.00	--
Sale	Cash Settled Share Forward Transactions	6,231,104	$0.00	--
Sale	Cash Settled Share Forward Transactions	70,259	$0.00	--
Sale	Cash Settled Share Forward Transactions	21,499	$0.00	--
Sale	Cash Settled Share Forward Transactions	146,571	$0.00	--
Sale	Cash Settled Share Forward Transactions	178,586	$0.00	--
Sale	Cash Settled Share Forward Transactions	237,336	$0.00	--
Sale	Cash Settled Share Forward Transactions	190,199	$0.00	--
Sale	Cash Settled Share Forward Transactions	78,711	$0.00	--
Conversion	Common Stock, par value $0.01 per share	602,170	$0.00	--
Sale	Common Stock, par value $0.01 per share	2,230,455	$111.31	$248.27M
Other	Common Stock, par value $0.01 per share	10,266,164	$0.00	--

Holdings After Transaction: Share Forward Transactions — 33,981 shares (Indirect, See footnotes); Cash Settled Share Forward Transactions — 0 shares (Indirect, See footnotes); Common Stock, par value $0.01 per share — 12,706,663 shares (Indirect, See footnotes)

Footnotes (1)

1. In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR Cobalt Advisor LLC, a Delaware limited liability company ("MR Cobalt"), and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. MR Cobalt, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR Cobalt Offshore Fund AB LLC and MR Cobalt Offshore Fund CB 02 LLC, each a Cayman Islands limited liability company, and MR Cobalt Offshore Fund CB01 LTD and MR Cobalt Offshore Fund CB03 LTD, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). MR Cobalt, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR Cobalt, each may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934 (the "Exchange Act"). By virtue of Paul C. Hilal's position as ultimately controlling MR Cobalt and Mantle Ridge, Paul C. Hilal may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. The transactions reported in this Form 4 principally relate to the distribution of shares of Common Stock and cash to and among the limited partners of the Mantle Ridge Funds. Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the other Reporting Persons may be directors by deputization for purposes of Section 16 of the Exchange Act. On June 24, 2026, one of the Mantle Ridge Funds physically settled a portion of the physically-settled share forward transactions that it was deemed to have entered into on July 11, 2025, with an unaffiliated third-party financial institution (the "Forward Counterparty"), receiving from the Forward Counterparty an aggregate of 602,170 Subject Securities at a forward price of $148.86 per share. The Reporting Persons caused the Mantle Ridge Funds to distribute the Subject Securities described in this row to direct and indirect owners of the Mantle Ridge Funds on a pro rata basis. No consideration was paid in connection with these distributions. The Reporting Persons have no plans to sell any further shares of the Issuer currently or in the foreseeable future. Paul C. Hilal intends to maintain these holdings and continue serving as a director of the board of directors of the Issuer. On June 24, 2026, each Mantle Ride Fund terminated certain of its physically-settled share forward transactions with the Forward Counterparty, using as a reference price for such termination $111.31. On June 24, 2026, each Mantle Ride Fund terminated its cash-settled share forward transactions with the Forward Counterparty, using as a reference price for such termination $111.31.

Key Figures

Open-market sale: 2,230,455 shares at $111.31 Derivative conversion: 602,170 shares at $148.86 Partner distributions: 10,266,164 shares +3 more

6 metrics

Open-market sale 2,230,455 shares at $111.31 Common stock sale on June 24, 2026

Derivative conversion 602,170 shares at $148.86 Physically settled share forward on June 24, 2026

Partner distributions 10,266,164 shares Pro rata distributions to Mantle Ridge Fund investors

Remaining indirect holdings 12,706,663 shares Indirect common stock ownership after transactions

Net shares sold 12,820,400 shares Aggregate net-sell volume across reported transactions

High forward reference price $153.87 per share Forward transaction reference price for certain terminations

Key Terms

physically-settled share forward transactions, cash-settled share forward transactions, pecuniary interest, beneficial owner, +2 more

6 terms

physically-settled share forward transactions financial

"physically settled a portion of the physically-settled share forward transactions that it was deemed to have entered into"

cash-settled share forward transactions financial

"terminated its cash-settled share forward transactions with the Forward Counterparty"

pecuniary interest financial

"each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest"

beneficial owner financial

"each may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a)"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

distribution of shares financial

"distribute the Subject Securities described in this row to direct and indirect owners of the Mantle Ridge Funds on a pro rata basis"

directors by deputization financial

"each of the other Reporting Persons may be directors by deputization for purposes of Section 16 of the Exchange Act"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/25/2026 - 12:42 PM Accepted by SEC EDGAR 06/25/2026 - 12:41 PM Learn about SEC filing dates

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^*

Mantle Ridge LP

(Last) (First) (Middle)

712 FIFTH AVENUE, SUITE 17F

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2026

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

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

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

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, par value $0.01 per share	06/24/2026		C(5)		602,170	A	(5)	12,706,663(5)	I	See footnotes(1)(2)(3)(4)
Common Stock, par value $0.01 per share	06/24/2026		S		2,230,455	D	$111.31	10,476,208	I	See footnotes(1)(2)(3)(4)
Common Stock, par value $0.01 per share	06/24/2026		J(6)		10,266,164	D	$0	210,044(7)	I	See footnotes(1)(2)(3)(4)

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
Share Forward Transactions	$148.86	06/24/2026		C(5)			602,170	06/24/2026	07/14/2028	Common Stock	602,170	(5)	33,981	I	See footnotes(1)(2)(3)(4)
Share Forward Transactions	$148.86	06/24/2026		S(8)			33,981	06/24/2026	07/14/2028	Common Stock	33,981	(8)	0	I	See footnotes(1)(2)(3)(4)
Share Forward Transactions	$153.87	06/24/2026		S(8)			900,360	06/24/2026	07/14/2028	Common Stock	900,360	(8)	0	I	See footnotes(1)(2)(3)(4)
Cash Settled Share Forward Transactions	$153.87	06/24/2026		S(9)			2,501,339	06/24/2026	07/14/2028	Common Stock	2,501,339	(9)	0	I	See footnotes(1)(2)(3)(4)
Cash Settled Share Forward Transactions	$148.86	06/24/2026		S(9)			6,231,104	06/24/2026	07/14/2028	Common Stock	6,231,104	(9)	0	I	See footnotes(1)(2)(3)(4)
Cash Settled Share Forward Transactions	$105.21	06/24/2026		S(9)			70,259	06/24/2026	12/14/2026	Common Stock	70,259	(9)	0	I	See footnotes(1)(2)(3)(4)
Cash Settled Share Forward Transactions	$105.48	06/24/2026		S(9)			21,499	06/24/2026	12/14/2026	Common Stock	21,499	(9)	0	I	See footnotes(1)(2)(3)(4)
Cash Settled Share Forward Transactions	$105.71	06/24/2026		S(9)			146,571	06/24/2026	12/14/2026	Common Stock	146,571	(9)	0	I	See footnotes(1)(2)(3)(4)
Cash Settled Share Forward Transactions	$104.25	06/24/2026		S(9)			178,586	06/24/2026	12/14/2026	Common Stock	178,586	(9)	0	I	See footnotes(1)(2)(3)(4)
Cash Settled Share Forward Transactions	$105.37	06/24/2026		S(9)			237,336	06/24/2026	12/14/2026	Common Stock	237,336	(9)	0	I	See footnotes(1)(2)(3)(4)
Cash Settled Share Forward Transactions	$104.87	06/24/2026		S(9)			190,199	06/24/2026	12/14/2026	Common Stock	190,199	(9)	0	I	See footnotes(1)(2)(3)(4)
Cash Settled Share Forward Transactions	$105.77	06/24/2026		S(9)			78,711	06/24/2026	12/14/2026	Common Stock	78,711	(9)	0	I	See footnotes(1)(2)(3)(4)

1. Name and Address of Reporting Person^*

Mantle Ridge LP

(Last) (First) (Middle)

712 FIFTH AVENUE, SUITE 17F

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MR Cobalt Advisor LLC

(Last) (First) (Middle)

712 FIFTH AVENUE, SUITE 17F

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Hilal Paul C

(Last) (First) (Middle)

712 FIFTH AVENUE, SUITE 17F

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR Cobalt Advisor LLC, a Delaware limited liability company ("MR Cobalt"), and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share.

2. MR Cobalt, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR Cobalt Offshore Fund AB LLC and MR Cobalt Offshore Fund CB 02 LLC, each a Cayman Islands limited liability company, and MR Cobalt Offshore Fund CB01 LTD and MR Cobalt Offshore Fund CB03 LTD, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds").

3. MR Cobalt, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR Cobalt, each may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934 (the "Exchange Act"). By virtue of Paul C. Hilal's position as ultimately controlling MR Cobalt and Mantle Ridge, Paul C. Hilal may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. The transactions reported in this Form 4 principally relate to the distribution of shares of Common Stock and cash to and among the limited partners of the Mantle Ridge Funds.

4. Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the other Reporting Persons may be directors by deputization for purposes of Section 16 of the Exchange Act.

5. On June 24, 2026, one of the Mantle Ridge Funds physically settled a portion of the physically-settled share forward transactions that it was deemed to have entered into on July 11, 2025, with an unaffiliated third-party financial institution (the "Forward Counterparty"), receiving from the Forward Counterparty an aggregate of 602,170 Subject Securities at a forward price of $148.86 per share.

6. The Reporting Persons caused the Mantle Ridge Funds to distribute the Subject Securities described in this row to direct and indirect owners of the Mantle Ridge Funds on a pro rata basis. No consideration was paid in connection with these distributions.

7. The Reporting Persons have no plans to sell any further shares of the Issuer currently or in the foreseeable future. Paul C. Hilal intends to maintain these holdings and continue serving as a director of the board of directors of the Issuer.

8. On June 24, 2026, each Mantle Ride Fund terminated certain of its physically-settled share forward transactions with the Forward Counterparty, using as a reference price for such termination $111.31.

9. On June 24, 2026, each Mantle Ride Fund terminated its cash-settled share forward transactions with the Forward Counterparty, using as a reference price for such termination $111.31.

	MANTLE RIDGE LP, By: Mantle Ridge GP LLC, its general partner, PCH MR Advisor Holdings LLC, its managing member, /s/ Paul C. Hilal, Sole Member	06/25/2026
	MR COBALT ADVISOR LLC, By: Mantle Ridge LP, its sole member, Mantle Ridge GP LLC, its general partner, PCH MR Advisor Holdings LLC, its managing member, /s/ Paul C. Hilal, Sole Member	06/25/2026
	/s/ Paul C. Hilal	06/25/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Mantle Ridge-related entities do with Dollar Tree (DLTR) shares in this Form 4?

Mantle Ridge-related funds sold 2,230,455 Dollar Tree common shares at $111.31 per share, converted 602,170 shares from physically settled forwards at $148.86, and distributed 10,266,164 shares pro rata to their investors without consideration, significantly reshaping how their economic exposure is held.

How many Dollar Tree (DLTR) shares do Mantle Ridge-affiliated entities report owning after these transactions?

After the reported transactions, entities associated with Mantle Ridge report indirect ownership of 12,706,663 Dollar Tree common shares. This figure reflects their remaining economic exposure following the open-market sale, derivative conversion, and large pro rata distributions to limited partners of the Mantle Ridge Funds.

What role did derivative and forward transactions play in Mantle Ridge’s Dollar Tree (DLTR) position?

The Mantle Ridge Funds settled and terminated various share-forward arrangements. One fund received 602,170 Dollar Tree shares at a $148.86 forward price, while other physically and cash-settled forwards referencing millions of shares were terminated using $111.31 as a reference price, effectively unwinding derivative exposure.

Were the distributed Dollar Tree (DLTR) shares sold by Mantle Ridge funds for cash?

No cash changed hands for the distributions. The filing states the Mantle Ridge Funds distributed 10,266,164 Dollar Tree shares on a pro rata basis to direct and indirect owners of the funds, and that no consideration was paid in connection with these distributions to investors.

How do Mantle Ridge, MR Cobalt, and Paul C. Hilal describe their beneficial ownership of Dollar Tree (DLTR)?

They state they may be deemed beneficial owners of the reported securities due to their pecuniary interests and control relationships. At the same time, each reporting person disclaims beneficial ownership of the Dollar Tree shares except to the extent of any pecuniary interest in those securities.

Do Mantle Ridge-affiliated holders plan more Dollar Tree (DLTR) share sales after these transactions?

The filing states the reporting persons have no plans to sell any further Dollar Tree shares currently or in the foreseeable future, and that Paul C. Hilal intends to maintain the remaining holdings while continuing to serve on Dollar Tree’s board of directors.