Was the 1,981-share disposition by DLTR’s Steven Schumacher an open-market sale?

No, the 1,981-share disposition was not an open-market sale. The shares were deemed surrendered to cover tax liabilities resulting from the vesting of restricted stock units, a common, non-market tax-withholding mechanism used when equity awards vest for executives.

Dollar Tree (DLTR) Chief People Officer granted 6,899 RSUs, with 1,981 shares withheld for taxes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

DOLLAR TREE, INC. Chief People Officer Steven Schumacher reported routine equity compensation activity in company common stock. He received a grant of 6,899 restricted stock units under the company’s 2021 Omnibus Incentive Plan, which vest in roughly three equal annual installments, beginning on the award anniversary, subject to continued employment.

On the same date, 1,981 shares were surrendered at $108.70 per share to cover tax liabilities from the vesting of previously awarded restricted stock units, a non‑market, tax-withholding disposition. Following these transactions, Schumacher directly holds 22,460 shares of Dollar Tree common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Schumacher Steven

Role Chief People Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,981	$108.70	$215K
Grant/Award	Common Stock	6,899	$0.00	--

Holdings After Transaction: Common Stock — 15,561 shares (Direct)

Footnotes (1)

Shares deemed surrendered in payment of tax liability resulting from vesting of restricted stock units. Restricted stock units granted pursuant to the Company's 2021 Omnibus Incentive Plan and will vest in approximately three equal annual installments, beginning on the anniversary of the award date, subject to continued employment

Key Figures

Tax-withholding shares: 1,981 shares Tax-withholding price: $108.70/share RSUs granted: 6,899 units +2 more

5 metrics

Tax-withholding shares 1,981 shares Shares surrendered for tax liability at $108.70 per share

Tax-withholding price $108.70/share Value used for 1,981-share tax-withholding disposition

RSUs granted 6,899 units Restricted stock units granted under 2021 Omnibus Incentive Plan

Shares after grant 22,460 shares Direct common stock holdings following RSU grant and tax surrender

Shares after withholding 15,561 shares Interim direct holdings after 1,981-share tax-withholding surrender

Key Terms

restricted stock units, 2021 Omnibus Incentive Plan, tax liability

3 terms

restricted stock units financial

"Shares deemed surrendered in payment of tax liability resulting from vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2021 Omnibus Incentive Plan financial

"Restricted stock units granted pursuant to the Company's 2021 Omnibus Incentive Plan and will vest..."

tax liability financial

"Shares deemed surrendered in payment of tax liability resulting from vesting of restricted stock units."

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 12:00 AM

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^*

Schumacher Steven

(Last)

(First)

(Middle)

500 VOLVO PARKWAY

(Street)

CHESAPEAKE

VIRGINIA

23320

(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
X	Officer (give title below)	Other (specify below)
	Chief People Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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

X	Form filed by One Reporting Person
	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)
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)
Common Stock	04/01/2026		F		1,981⁽¹⁾	D	$108.7	15,561	D
Common Stock	04/01/2026		A		6,899⁽²⁾	A	$0	22,460	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)
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)

Explanation of Responses:

1. Shares deemed surrendered in payment of tax liability resulting from vesting of restricted stock units.

2. Restricted stock units granted pursuant to the Company's 2021 Omnibus Incentive Plan and will vest in approximately three equal annual installments, beginning on the anniversary of the award date, subject to continued employment

	/s/ John S. Mitchell, Jr., attorney-in-fact for Mr. Schumacher	04/03/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did DLTR’s Chief People Officer report on this Form 4?

Steven Schumacher reported a grant of 6,899 restricted stock units and a related surrender of 1,981 shares for tax withholding. Both transactions involved Dollar Tree common stock and reflect routine equity compensation and associated tax payments rather than open-market buying or selling.

How many Dollar Tree (DLTR) shares does Steven Schumacher hold after these transactions?

After the reported transactions, Steven Schumacher directly holds 22,460 shares of Dollar Tree common stock. This figure reflects his updated ownership after receiving 6,899 restricted stock units and surrendering 1,981 shares to satisfy tax liabilities tied to vesting restricted stock units.

What are the terms of the 6,899 restricted stock units granted to DLTR’s Chief People Officer?

The 6,899 restricted stock units were granted under Dollar Tree’s 2021 Omnibus Incentive Plan. They are scheduled to vest in approximately three equal annual installments, beginning on the anniversary of the award date, and require continued employment for the vesting conditions to be satisfied.

Does this DLTR Form 4 indicate any option exercises or derivative transactions?

The Form 4 does not show any option exercises or derivative security transactions. It reports only non-derivative common stock activity: a restricted stock unit grant and a tax-withholding share surrender, with no remaining derivative positions listed in the derivative security summary section.