[Form 4] Dollar Tree Inc. Insider Trading Activity

Q: How many Dollar Tree (DLTR) shares does Mantle Ridge now control?

Mantle Ridge and its affiliates beneficially own 13,640,904 shares , representing 6.5% of DLTR’s outstanding common stock.

Q: Why did Mantle Ridge file Amendment No. 5 to Schedule 13D?

To disclose the exercise of option agreements , conversion into forward contracts, and details of a new $918 million loan used to fund the strike price.

Q: Does the new loan have margin-call provisions tied to DLTR’s share price?

No. The loan agreement specifically contains no share-price triggers or margin-call requirements , reducing forced-sale risk.

Q: Did Mantle Ridge buy additional DLTR shares?

No new shares were purchased or sold. The amendment only updates derivative conversions; beneficial ownership remains unchanged at 6.5%.

Q: What collateral secures the $918 million loan facility?

Collateral consists of 10,982,616 DLTR shares and derivative positions referencing 10,268,954 shares.

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Mantle Ridge LP, MR Cobalt Advisor LLC and Paul C. Hilal filed Amendment No. 5 to their Schedule 13D on Dollar Tree (DLTR) dated 15 July 2025. The group continues to hold 13,640,904 common shares (6.5% beneficial ownership) and maintains total economic exposure to 23,296,508 shares (11.2% of shares outstanding) through cash- and physically-settled forward structures.

On 11 July 2025 the “Participating MR Funds” exercised expiring option agreements with an aggregate strike payment of $889.6 million. Rather than taking delivery, the parties converted the options into new cash-settled and physically-settled forward contracts that mirror the previous exposure, leaving voting and dispositive power unchanged.

The exercise was funded via a $918.1 million secured loan facility from an unaffiliated institution. The loan is collateralised by 10,982,616 pledged shares plus derivatives referencing 10,268,954 shares, but notably contains no margin-call or price-trigger provisions. Voting rights on pledged shares remain with Mantle Ridge unless a foreclosure event occurs.

No additional share purchases or sales were reported; the amendment primarily updates the capital-markets mechanics (option conversion, loan facility) and confirms current ownership percentages. Exhibits include the joint filing agreement, trading data and templates for the derivative contracts.

Positive

Ownership stability: Mantle Ridge maintains 6.5% voting stake and 11.2% economic exposure, signalling continued strategic interest.
No price-trigger margin calls: The $918 million loan lacks share-price covenants, reducing forced-sale risk that could pressure DLTR stock.
Extension of exposure: Converting expiring options into forward contracts avoids lapse and keeps activist leverage intact without open-market buying.

Negative

Increased leverage: Funding the strike price with a $918 million secured loan introduces balance-sheet risk and pledges 10.98 million shares.
Pledged collateral: In an event of default the lender can foreclose on shares, potentially creating selling pressure.

Insights

TL;DR: Mantle Ridge keeps 6.5% stake, rolls options into forwards, shows ongoing activist positioning without adding shares.

The filing signals status-quo ownership yet reinforces Mantle Ridge’s long-term activist commitment to Dollar Tree. Converting near-expiry options into forward contracts avoids an imminent expiry cliff and preserves the fund’s influence while eliminating timing risk. The absence of margin triggers in the $918 million loan reduces forced-sale risk, a shareholder-friendly feature. However, the use of leverage and pledging of 11 million shares introduces counter-party risk if default events arise. Overall, the disclosure is strategically positive for governance visibility but not materially accretive to ownership.

TL;DR: Leverage-funded option exercise leaves exposure unchanged; risk profile hinges on loan covenants.

From a credit-risk perspective, Mantle Ridge’s $918 million facility adds substantial secured leverage against DLTR shares. The loan’s lack of price-based margin calls mitigates near-term volatility risk, yet foreclosure rights on default remain. Economic exposure of 11.2% (vs. 6.5% voting stake) underscores the use of derivatives to amplify returns, a potential overhang for other investors if hedging flows emerge. Because beneficial ownership is static, the market impact is likely neutral in the short run; investors should monitor any covenant breaches and future hedge unwinds.

07/15/2025 - 04:05 PM

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).

1. Name and Address of Reporting Person^*

Mantle Ridge LP

(Last)

(First)

(Middle)

712 FIFTH AVENUE, SUITE 17F

(Street)

NEW YORK

10019

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2025

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

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

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Call Option on Share Forward Transactions	$98	07/11/2025		X⁽⁵⁾⁽⁶⁾⁽⁷⁾			900,360	12/19/2023	07/18/2025	Share Forward Transactions	900,360	$0	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Share Forward Transactions	$153.87⁽¹⁰⁾	07/11/2025		X		900,360		07/14/2025	07/14/2028	Common Stock	900,360	$98	900,360	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Call Option on Share Forward Transactions	$81	07/11/2025		X⁽⁵⁾⁽⁶⁾⁽⁷⁾			636,151	12/19/2023	07/18/2025	Share Forward Transactions	636,151	$0	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Share Forward Transactions	$148.86⁽¹¹⁾	07/11/2025		X		636,151		07/14/2025	07/14/2028	Common Stock	636,151	$81	636,151	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Call Option on Cash Settled Share Forward Transactions	$98	07/11/2025		X⁽⁸⁾⁽⁹⁾			2,501,339	12/19/2023	07/18/2025	Cash Settled Share Forward Transactions	2,501,339	$0	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Share Forward Transactions	$153.87⁽¹⁰⁾	07/11/2025		X		2,501,339		07/14/2025	07/14/2028	Common Stock	2,501,339	$98	2,501,339	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Call Option on Cash Settled Share Forward Transactions	$81	07/11/2025		X⁽⁸⁾⁽⁹⁾			6,231,104	12/19/2023	07/18/2025	Cash Settled Share Forward Transactions	6,231,104	$0	0	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Cash Settled Share Forward Transactions	$148.86⁽¹¹⁾	07/11/2025		X		6,231,104		07/14/2025	07/14/2028	Common Stock	6,231,104	$81	6,231,104	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

10019

(City)

(State)

(Zip)

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

10019

(City)

(State)

(Zip)

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

10019

(City)

(State)

(Zip)

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 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. 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.

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 Securities Exchange Act of 1934.

5. On July 11, 2025, each Mantle Ridge Fund exercised its American-style call option transactions exercisable into share forward transactions that may be cash or physically settled (the "PSF-Option Agreements") with an unaffiliated third-party financial institution (the "Option Counterparty") pursuant to which, upon paying the strike price of such PSF-Option Agreements, each Mantle Ridge Fund and the Option Counterparty were deemed to enter into such share forward transactions (each, a "Deemed PSF Agreement") collectively referencing an aggregate number of shares of Common Stock equal to the number of shares underlying the options exercised.

6. [continued from FN(5)] Under the terms of the Deemed PSF Agreements, at maturity, subject to certain conditions, the Mantle Ridge Funds will purchase each share of Common Stock underlying its Deemed PSF Agreements at the agreed-upon forward price plus a financing charge, unless the conditions to physical settlement are not satisfied or the Mantle Ridge Funds elect cash settlement, in which case cash settlement will apply and the relevant Mantle Ridge Fund will pay to the Option Counterparty any decrease in, and receive from the Option Counterparty any increase in, the market price of the referenced number of shares of Common Stock during a period determined in accordance with the Deemed PSF Agreement around each valuation date (including if the relevant Mantle Ridge Fund elects to early terminate such Deemed PSF Agreement) compared with the agreed-upon forward price (plus a financing charge), as adjusted to account for any cash dividends or distributions declared by the Issuer.

7. [continued from FN(6)] The relevant Mantle Ridge Fund may elect to terminate the Deemed PSF Agreement early, in which case the valuation date will occur on such early termination date.

8. On July 11, 2025, each Mantle Ridge Fund exercised its American-style call option transactions exercisable into cash-settled share forward transactions (the "CSF-Option Agreements") with the Option Counterparty pursuant to which, upon paying the strike price of such CSF-Option Agreements, each Mantle Ridge Fund and the Option Counterparty were deemed to enter into such share forward transactions (each, a "Deemed CSF Agreement") collectively referencing an aggregate number of shares of Common Stock equal to the shares underlying the number of options exercised.

9. [continued from FN(8)] Under the terms of the Deemed CSF Agreements, at maturity or upon early termination, the Mantle Ridge Funds will pay to the Option Counterparty any decrease in, and receive from the Option Counterparty any increase in, the market price of the referenced number of shares of Common Stock during a period determined in accordance with the Deemed CSF Agreement around each valuation date compared with the agreed-upon forward price (plus a financing charge), as adjusted to account for any cash dividends or distributions declared by the Issuer. The relevant Mantle Ridge Fund may elect to terminate the Deemed CSF Agreement early, in which case the valuation date will occur on such early termination date.

10. The forward price for the relevant Deemed PSF Agreements or Deemed CSF Agreements, as applicable, is $153.87 (subject to certain adjustments in accordance with the Deemed PSF Forwards or the Deemed CSF Agreements, as applicable), which forward price is rounded to the nearest hundredth and represents the strike price plus a previously paid premium under the relevant PSF-Option Agreement or CSF-Option Agreements, as applicable.

11. The forward price for the relevant Deemed PSF Agreements or Deemed CSF Agreements, as applicable, is $148.86 (subject to certain adjustments in accordance with the Deemed PSF Agreements or the Deemed CSF Agreements, as applicable), which forward price is rounded to the nearest hundredth and represents the strike price plus a previously paid premium under the relevant PSF-Option Agreement or CSF-Option Agreements, as applicable.

	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	07/15/2025
	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	07/15/2025
	/s/ Paul C. Hilal	07/15/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many Dollar Tree (DLTR) shares does Mantle Ridge now control?

Mantle Ridge and its affiliates beneficially own 13,640,904 shares, representing 6.5% of DLTR’s outstanding common stock.

What is Mantle Ridge’s total economic exposure to DLTR after the amendment?

Through forward contracts and shares, the group is economically exposed to 23,296,508 shares, or roughly 11.2% of shares outstanding.

Why did Mantle Ridge file Amendment No. 5 to Schedule 13D?

To disclose the exercise of option agreements, conversion into forward contracts, and details of a new $918 million loan used to fund the strike price.

Does the new loan have margin-call provisions tied to DLTR’s share price?

No. The loan agreement specifically contains no share-price triggers or margin-call requirements, reducing forced-sale risk.

Did Mantle Ridge buy additional DLTR shares?

No new shares were purchased or sold. The amendment only updates derivative conversions; beneficial ownership remains unchanged at 6.5%.

What collateral secures the $918 million loan facility?

Collateral consists of 10,982,616 DLTR shares and derivative positions referencing 10,268,954 shares.

[Form 4] Dollar Tree Inc. Insider Trading Activity

Insights

FAQ

How many Dollar Tree (DLTR) shares does Mantle Ridge now control?

What is Mantle Ridge’s total economic exposure to DLTR after the amendment?

Why did Mantle Ridge file Amendment No. 5 to Schedule 13D?

Does the new loan have margin-call provisions tied to DLTR’s share price?

Did Mantle Ridge buy additional DLTR shares?

What collateral secures the $918 million loan facility?

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[Form 4] Dollar Tree Inc. Insider Trading Activity

Insights

Activist & Governance Specialist positive

Risk & Credit Analyst neutral

FAQ

How many Dollar Tree (DLTR) shares does Mantle Ridge now control?

What is Mantle Ridge’s total economic exposure to DLTR after the amendment?

Why did Mantle Ridge file Amendment No. 5 to Schedule 13D?

Does the new loan have margin-call provisions tied to DLTR’s share price?

Did Mantle Ridge buy additional DLTR shares?

What collateral secures the $918 million loan facility?

NASDAQ:DLTR

DLTR Rankings

DLTR Latest News

DLTR Latest SEC Filings

DLTR Stock Data