[Form 4] DOLLAR TREE, INC. Insider Trading Activity

Rhea-AI Filing Summary

Reporting person: John S. Mitchell Jr., Chief Legal Officer of Dollar Tree, Inc. (DLTR), reported an equity grant on 10/03/2025. The filing shows an award of 3,250 restricted stock units (RSUs) granted under the 2021 Omnibus Incentive Plan at a $0 per-share price, bringing his total beneficial ownership to 13,828 shares after the grant. The RSUs vest in approximately three equal annual installments starting on the award anniversary, subject to continued employment. The Form 4 was signed by an attorney-in-fact on 10/07/2025.

Positive

• 3,250 RSUs granted aligns executive pay with shareholder value through multi‑year vesting
• Grant under 2021 Omnibus Incentive Plan uses established compensation framework (no ad hoc award language)

Negative

• Vesting will increase outstanding shares when RSUs are settled, causing potential dilution
• Continued employment condition means benefit depends on future service rather than immediate performance

Insights

Corporate Governance Analyst

Insider received time‑based RSUs to align long‑term incentives.

The award of 3,250 RSUs is a time‑based grant that vests in roughly three equal annual installments, which ties part of the officer's compensation to continued service and future share performance. The grant was made under the existing 2021 Omnibus Incentive Plan, indicating use of established equity compensation vehicles rather than one‑off arrangements.

This structure reduces immediate selling pressure because shares are subject to vesting, but monitor the annual vesting tranches and any concurrent trading disclosed in future Form 4s over the next 3 years for potential changes in reported holdings.

Compensation & Dilution Specialist

Grant appears routine; watch dilution impact and plan run‑rate.

At 3,250 RSUs and an after‑grant total of 13,828 shares beneficially owned, the award seems modest relative to large public company equity pools but will increase share count when vested and settled. The $0 reporting reflects that these are restricted units rather than a cash purchase.

Key items to watch over the next 12–36 months include the number of vested shares actually issued each year and the aggregate consumption of the Omnibus plan, which will determine any measurable dilution to existing shareholders.

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^*

Mitchell John S. JR

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025

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	10/03/2025		A		3,250(1)	A	$0	13,828	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. 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/ Lee G. Lester, attorney-in-fact for Mr. Mitchell, Jr.	10/07/2025
	** 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

What did DLTR insider John S. Mitchell Jr. report on Form 4?

He reported a grant of 3,250 restricted stock units (RSUs) on 10/03/2025, increasing his beneficial ownership to 13,828 shares.

How do the RSUs for DLTR vest?

The RSUs "will vest in approximately three equal annual installments" beginning on the award anniversary, subject to continued employment.

What price was reported for the RSU grant in the DLTR Form 4?

The transaction price is reported as $0, consistent with restricted stock units rather than a market purchase.

Under which plan were the RSUs issued?

The award was granted pursuant to the company's 2021 Omnibus Incentive Plan.

When was the Form 4 signed?

The Form 4 was signed by an attorney‑in‑fact on 10/07/2025.