Dollar Tree (DLTR) director defers fees into 345 phantom stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

DOLLAR TREE, INC. director Edward J. Kelly III received a grant of 344.9900 shares of phantom stock, representing deferred director fees under the Non-Employee Director Deferred Compensation Program. Each phantom share corresponds to one share of Dollar Tree common stock and cash for any fractional share.

The phantom stock will be paid in common stock after the earlier of his separation from the Board or the specified distribution date in his deferral election, making this a compensation-related, non-market acquisition rather than an open-market trade.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider KELLY EDWARD J III

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	344.99	$108.70	$38K

Holdings After Transaction: Phantom Stock — 344.99 shares (Direct)

Footnotes (1)

Each share of phantom stock represents the right to receive one share of Dollar Tree common stock, and cash for any fractional shares. Represents deferral of director fees under the Non-Employee Director Deferred Compensation Program. 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. 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 grant: 344.9900 shares Reference price per share: $108.7000 Total phantom shares after grant: 344.9900 shares +1 more

4 metrics

Phantom stock grant 344.9900 shares Grant of phantom stock to director on 2026-04-01

Reference price per share $108.7000 Transaction price per phantom stock share

Total phantom shares after grant 344.9900 shares Holdings of phantom stock following transaction

Conversion ratio 1:1 to common stock Each phantom share equals one Dollar Tree common share

Key Terms

Phantom Stock, Non-Employee Director Deferred Compensation Program, deferral election

3 terms

Phantom Stock financial

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

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"

deferral election financial

"pursuant to the director's deferral election"

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 05:53 PM

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^*

KELLY EDWARD J III

(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)
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)

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)
Phantom Stock	⁽¹⁾	04/01/2026		A⁽²⁾		344.99		⁽³⁾	⁽⁴⁾	Common Stock	344.99	$108.7	344.99	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. 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 Mr. Kelly, III	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 transaction did Dollar Tree (DLTR) report for Edward J. Kelly III?

Dollar Tree reported that director Edward J. Kelly III received 344.9900 shares of phantom stock. This grant reflects deferred director fees under the company’s Non-Employee Director Deferred Compensation Program, rather than an open-market purchase or sale of common stock.

What is the size and price of the phantom stock grant at Dollar Tree (DLTR)?

Edward J. Kelly III was granted 344.9900 phantom stock shares at a reference price of $108.7000 per share. These phantom shares track Dollar Tree common stock and are tied to deferred director compensation instead of immediate cash payment.

How do Dollar Tree (DLTR) phantom stock units work for directors?

Each Dollar Tree phantom stock share represents the right to receive one share of Dollar Tree common stock, plus cash for any fractional shares. Payment occurs in common stock rather than cash, aligning director compensation with the company’s equity performance.

When will Edward J. Kelly III receive common stock for his Dollar Tree phantom shares?

The phantom stock shares are payable in Dollar Tree common stock after the earlier of his separation from the Board or the specified distribution date. That date is determined under his individual deferral election within the Non-Employee Director Deferred Compensation Program.

Is the Dollar Tree (DLTR) phantom stock grant an open-market buy or sell?

The reported transaction is a grant or award acquisition, coded as “A” on the Form 4. It represents deferred director fees in phantom stock, not an open-market buy or sell of Dollar Tree common shares on an exchange.

How many phantom stock shares does Edward J. Kelly III hold after this Dollar Tree transaction?

Following the grant, Edward J. Kelly III holds a total of 344.9900 phantom stock shares. These are derivative interests tied to Dollar Tree common stock and will convert into stock distribution in the future under the plan’s terms.