Dollar Tree (DLTR) CAO receives 1,955 RSUs and surrenders 773 shares for taxes

Rhea-AI Filing Summary

DOLLAR TREE, INC. Chief Accounting Officer Aditya Maheshwari reported routine equity compensation activity involving company common stock. On the vesting of restricted stock units, 773 shares were withheld at $108.70 per share to cover related tax obligations, which is a non-market disposition. On the same date, Maheshwari received a new grant of 1,955 restricted stock units at no cost under the company’s 2021 Omnibus Incentive Plan. These units are scheduled to vest in approximately three equal annual installments, beginning on the anniversary of the award date, contingent on continued employment. Following these transactions, Maheshwari directly held 6,023 shares of Dollar Tree common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Maheshwari Aditya

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	773	$108.70	$84K
Grant/Award	Common Stock	1,955	$0.00	--

Holdings After Transaction: Common Stock — 4,068 shares (Direct)

Footnotes (1)

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-withheld shares: 773 shares Tax-withholding price: $108.70 per share RSU grant size: 1,955 shares +2 more

5 metrics

Tax-withheld shares 773 shares Shares surrendered to cover tax liability on RSU vesting

Tax-withholding price $108.70 per share Value used for 773-share tax-withholding disposition

RSU grant size 1,955 shares Restricted stock units granted under 2021 Omnibus Incentive Plan

Post-transaction holdings 6,023 shares Common stock directly held after reported transactions

Vesting schedule ~3 equal annual installments RSUs vest starting on the award anniversary, subject to employment

Key Terms

restricted stock units, tax-withholding disposition, 2021 Omnibus Incentive Plan, grant, award, or other acquisition

4 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.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

2021 Omnibus Incentive Plan financial

"Restricted stock units granted pursuant to the Company's 2021 Omnibus Incentive Plan"

grant, award, or other acquisition financial

"Grant, award, or other acquisition"

Form 4 Insider Transactions: What Each Field Means →

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^*

Maheshwari Aditya

(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 Accounting 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2026		F		773(1)	D	$108.7	4,068	D
Common Stock	04/01/2026		A		1,955(2)	A	$0	6,023	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. 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. Maheshwari	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)

FAQ

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

The Chief Accounting Officer reported a routine tax-withholding disposition of 773 Dollar Tree common shares and a grant of 1,955 restricted stock units. These events reflect equity compensation mechanics rather than open-market buying or selling activity.

Did the DLTR insider buy or sell shares on the open market in this filing?

No open-market purchases or sales were reported. The filing shows 773 shares withheld to pay taxes on vested restricted stock units and a separate grant of 1,955 restricted stock units, both typical compensation-related entries rather than discretionary market trades.

How many Dollar Tree (DLTR) shares does the insider hold after these transactions?

After the reported transactions, the Chief Accounting Officer directly holds 6,023 shares of Dollar Tree common stock. This reflects the net position after 773 shares were withheld for taxes and 1,955 restricted stock units were granted under the company’s incentive plan.

What is the nature of the 1,955-share award reported by the DLTR insider?

The 1,955-share award is a grant of restricted stock units under Dollar Tree’s 2021 Omnibus Incentive Plan. These units vest in about three equal annual installments starting on the award’s anniversary date, subject to the insider’s continued employment with the company.

Why were 773 DLTR shares disposed of in this Form 4 filing?

The 773 shares were deemed surrendered to cover tax liabilities arising from the vesting of restricted stock units. This is recorded as a tax-withholding disposition at $108.70 per share and does not represent a voluntary open-market sale by the insider.

How will the newly granted DLTR restricted stock units vest over time?

The newly granted restricted stock units are scheduled to vest in approximately three equal annual installments, beginning on the anniversary of the award date. Vesting is conditioned on the insider’s continued employment with Dollar Tree over that multi-year period.