Dollar Tree, Inc. (DLTR) director converts phantom stock into common shares

Rhea-AI Filing Summary

Dollar Tree director Stephanie Stahl converted 1,185 shares of phantom stock, earned as deferred director fees for 2019–2022, into 1,185 shares of Dollar Tree common stock on 2026-08-01. This reduced her phantom stock balance to 0 and increased her directly held common shares to 5,274 under the 2013 Director Deferred Compensation Plan.

Insider Trade Summary

Net Buyer: 1,185 shares

Net Buy 2 txns

Insider Stahl Stephanie

Role Director

Type	Security	Shares	Price	Value
Conversion	Phantom Stock F3, F1, F2, F4	1,185	--	--
Conversion	Common Stock F1, F2	1,185	--	--

Holdings After Transaction: Phantom Stock — 0 shares (Direct); Common Stock — 5,274 shares (Direct)

Footnotes (4)

1. F1. Shares of phantom stock previously reported by the Reporting Person for director's fees earned for service in 2019, 2020, 2021, and 2022 which were deferred under the 2013 Director Deferred Compensation Plan.
2. F2. N/A
3. F3. Each share of phantom stock represents the right to receive one share of Dollar Tree common stock, and cash for any fractional shares.
4. F4. 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.

Key Figures

Phantom stock units converted: 1,185 shares Common stock received: 1,185 shares Common stock held after conversion: 5,274 shares +1 more

4 metrics

Phantom stock units converted 1,185 shares Phantom stock converted into common stock on 2026-08-01

Common stock received 1,185 shares Common shares acquired via derivative conversion on 2026-08-01

Common stock held after conversion 5,274 shares Direct holdings reported for Stephanie Stahl after the transaction

Phantom stock balance after conversion 0 shares Phantom stock units remaining following conversion on 2026-08-01

Key Terms

Phantom Stock, 2013 Director Deferred Compensation Plan, deferral election

3 terms

Phantom Stock financial

"Shares of phantom stock previously reported by the Reporting Person"

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.

2013 Director Deferred Compensation Plan financial

"deferred under the 2013 Director Deferred Compensation Plan"

deferral election financial

"pursuant to the director's deferral election"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/03/2026 - 06:35 PM Accepted by SEC EDGAR 08/03/2026 - 06:34 PM Learn about SEC filing dates

FAQ

What transaction did Stephanie Stahl report for Dollar Tree (DLTR)?

Stephanie Stahl reported converting 1,185 phantom stock units, earned as deferred director fees, into 1,185 shares of Dollar Tree common stock. This derivative conversion occurred on 2026-08-01 and reflects distribution under the company’s 2013 Director Deferred Compensation Plan for her board service.

How did the Form 4 transaction change Stephanie Stahl’s DLTR share holdings?

After the conversion, Stephanie Stahl directly held 5,274 shares of Dollar Tree common stock. Her phantom stock balance fell to 0, as the 1,185 phantom units converted one-for-one into common shares under the director deferred compensation arrangement.

What is the phantom stock reported for Dollar Tree (DLTR) directors?

The phantom stock represents deferred director fees where each phantom unit entitles the holder to receive one Dollar Tree common share, plus cash for any fractional shares. Payment occurs in stock after the director leaves the board or on a specified distribution date.

Did Stephanie Stahl sell any Dollar Tree (DLTR) shares in this transaction?

No sale was reported. The Form 4 shows a conversion of phantom stock into an equal number of Dollar Tree common shares. The derivative position was disposed of, and the same number of non-derivative common shares was acquired, with no sale price disclosed.

What plan governed Stephanie Stahl’s phantom stock at Dollar Tree (DLTR)?

The phantom stock units were granted as director fees deferred under Dollar Tree’s 2013 Director Deferred Compensation Plan. Under this plan, phantom units are payable in common stock following the director’s board separation or a previously elected distribution date.

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)
08/01/2026

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	08/01/2026		C		1,185(1)	A	(2)	5,274	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
Phantom Stock	(3)	08/01/2026		C			1,185(1)	(4)	(4)	Common Stock	1,185	(2)	0	D

Explanation of Responses:

1. Shares of phantom stock previously reported by the Reporting Person for director's fees earned for service in 2019, 2020, 2021, and 2022 which were deferred under the 2013 Director Deferred Compensation Plan.

2. N/A

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

4. 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.

	/s/ John S. Mitchell, Jr., attorney-in-fact for Ms. Stahl	08/03/2026
	** 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)