Dollar Tree director receives phantom stock awards

DOLLAR TREE, INC. director Stephanie Stahl reported compensation-related grants of phantom stock, not open-market trades.

Rhea-AI Filing Summary

DOLLAR TREE, INC. director Stephanie Stahl reported compensation-related grants of phantom stock, not open-market trades. She acquired 1,238.13 phantom stock units and a separate 371.44-unit grant, each referenced at a price of $121.15 per unit.

Each phantom stock unit represents the right to receive one share of Dollar Tree common stock, with cash paid for any fractional share. These amounts reflect deferrals of director fees and an annual equity award under the Non-Employee Director Deferred Compensation Program and the shareholder-approved 2021 Omnibus Incentive Plan, payable in common stock after she leaves the Board or at a specified deferral date.

Insider Trade Summary

Grant/Award: 1,609.57 shares

Grant/Award 2 txns

Insider Stahl Stephanie

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	371.44	$121.15	$45K
Grant/Award	Phantom Stock	1,238.13	$121.15	$150K

Holdings After Transaction: Phantom Stock — 1,609.57 contracts (Direct)

Footnotes (4)

1. F1. Each share of phantom stock represents the right to receive one share of Dollar Tree common stock, and cash for any fractional shares.
2. F2. Represents deferral of director fees under the Non-Employee Director Deferred Compensation Program.
3. F3. Shares of phantom stock are payable in common stock following the earlier of the director's separation from the Board or the specified date of distribution pursuant to the director's deferral election.
4. F4. Represents deferral under the Non-Employee Director Deferred Compensation Program of the annual director equity award granted from the Issuer's shareholder approved 2021 Omnibus Incentive Plan.

Key Figures

Phantom stock grant 1: 1,238.13 units at $121.15 Phantom stock grant 2: 371.44 units at $121.15 Phantom stock following transaction: 1,609.57 units +4 more

7 metrics

Phantom stock grant 1 1,238.13 units at $121.15 Grant/award acquisition on 2026-07-01; phantom stock

Phantom stock grant 2 371.44 units at $121.15 Grant/award acquisition on 2026-07-01; phantom stock

Phantom stock following transaction 1,609.57 units Total phantom stock units for one line after grant

Additional phantom stock balance 371.44 units Phantom stock units for second line after grant

Conversion price $0.00 per unit Phantom stock conversion or exercise price

Underlying common shares (grant 1) 1,238.13 shares Each phantom unit represents one Dollar Tree common share

Underlying common shares (grant 2) 371.44 shares Each phantom unit represents one Dollar Tree common share

Key Terms

Phantom Stock, Non-Employee Director Deferred Compensation Program, 2021 Omnibus Incentive Plan, deferral election

4 terms

Phantom Stock financial

"Each share of phantom stock represents the right to receive one share"

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Non-Employee Director Deferred Compensation Program financial

"Represents deferral of director fees under the Non-Employee Director Deferred Compensation Program"

2021 Omnibus Incentive Plan financial

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

deferral election financial

"pursuant to the director's deferral election"

FAQ

What did DLTR director Stephanie Stahl report in this Form 4?

Director Stephanie Stahl reported two phantom stock grants under compensation programs, totaling 1,238.13 units in one grant and 371.44 units in another. These are awards tied to board service, not open-market stock purchases or sales.

Is Stephanie Stahl buying or selling Dollar Tree (DLTR) stock?

The filing shows phantom stock grants, not market trades. Code “A” indicates grant or award acquisitions, representing deferred director fees and an annual equity award, rather than discretionary buying or selling of Dollar Tree common shares on the open market.

What is phantom stock in the Dollar Tree (DLTR) director filing?

Phantom stock represents the right to receive common shares later. Each phantom stock unit equals one Dollar Tree common share, with cash for fractional shares, delivered after the director leaves the Board or on a chosen deferral date under plan terms.

How many phantom stock units did the DLTR director receive?

Stephanie Stahl received 1,238.13 phantom stock units in one grant and 371.44 units in another. Each grant is tied to deferred director compensation and annual equity awards, referenced at a price of $121.15 per phantom stock unit.

When will Dollar Tree (DLTR) phantom stock be paid to the director?

The phantom stock is payable in common stock after the earlier of the director’s separation from the Board or a specified distribution date. That timing follows the director’s deferral election under the Non-Employee Director Deferred Compensation Program.

Are these DLTR phantom stock grants part of a specific compensation plan?

Yes. The grants reflect deferrals under the Non-Employee Director Deferred Compensation Program, including an annual director equity award from Dollar Tree’s shareholder-approved 2021 Omnibus Incentive Plan, all delivered in phantom stock units linked to common shares.

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Available on EDGAR 07/06/2026 - 07:45 PM Accepted by SEC EDGAR 07/06/2026 - 07:45 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^*

Stahl Stephanie

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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)
			Code	V	Amount	(A) or (D)	Price

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
Phantom Stock	(1)	07/01/2026		A		371.44(2)		(3)	(3)	Common Stock	371.44	$121.15	371.44	D
Phantom Stock	(1)	07/01/2026		A		1,238.13(4)		(3)	(3)	Common Stock	1,238.13	$121.15	1,609.57	D

Explanation of Responses:

1. Each share of phantom stock represents the right to receive one share of Dollar Tree common stock, and cash for any fractional shares.

2. Represents deferral of director fees under the Non-Employee Director Deferred Compensation Program.

3. Shares of phantom stock are payable in common stock following the earlier of the director's separation from the Board or the specified date of distribution pursuant to the director's deferral election.

4. Represents deferral under the Non-Employee Director Deferred Compensation Program of 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 Ms. Stahl	07/06/2026
	** 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)