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Dollar Tree (NASDAQ: DLTR) director defers fees into phantom stock awards

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Dollar Tree, Inc. director Edward J. Kelly III reported two compensation-related awards of phantom stock. On July 1, 2026, he acquired 309.5300 and 2,063.5600 phantom stock units, each tied to one share of Dollar Tree common stock.

According to the filing, these awards reflect deferrals under the Non-Employee Director Deferred Compensation Program, including the annual director equity award from the shareholder-approved 2021 Omnibus Incentive Plan and deferral of director fees. The phantom stock will be paid in common stock, with cash for fractional shares, after the earlier of Kelly’s separation from the Board or a distribution date he elected.

Positive

  • None.

Negative

  • None.
Insider KELLY EDWARD J III
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock 2,063.56 $121.15 $250K
Grant/Award Phantom Stock 309.53 $121.15 $37K
Holdings After Transaction: Phantom Stock — 2,063.56 shares (Direct, null)
Footnotes (1)
  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 under the Non-Employee Director Deferred Compensation Program of the annual director equity award granted from the Issuer's shareholders approved 2021 Omnibus Incentive Plan. 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. Represents deferral of director fees under the Non-Employee Director Deferred Compensation Program.
Phantom stock award 1 309.5300 units Grant/award acquisition on July 1, 2026
Phantom stock award 2 2,063.5600 units Grant/award acquisition on July 1, 2026
Reference price per unit $121.1500 per unit Transaction price per phantom stock unit
Underlying common stock 1 309.5300 shares Underlying Dollar Tree common stock for first award
Underlying common stock 2 2,063.5600 shares Underlying Dollar Tree common stock for second award
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 under the Non-Employee Director Deferred Compensation Program of the annual director equity award"
2021 Omnibus Incentive Plan financial
"annual director equity award granted from the Issuer's shareholders approved 2021 Omnibus Incentive Plan"
deferral of director fees financial
"Represents deferral of director fees under the Non-Employee Director Deferred Compensation Program"
director's separation from the Board financial
"payable in common stock following the earlier of the director's separation from the Board or the specified date of distribution"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
XDirector10% 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)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(1)07/01/2026A2,063.56(2) (3) (3)Common Stock2,063.56$121.152,063.56D
Phantom Stock(1)07/01/2026A309.53(4) (3) (3)Common Stock309.53$121.152,373.09D
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 under the Non-Employee Director Deferred Compensation Program of the annual director equity award granted from the Issuer's shareholders approved 2021 Omnibus Incentive Plan.
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 of director fees under the Non-Employee Director Deferred Compensation Program.
/s/ John S. Mitchell Jr., attorney-in-fact for Mr. Kelly, III07/06/2026
** Signature of Reporting PersonDate
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 did Dollar Tree (DLTR) director Edward J. Kelly III report in this Form 4?

He reported two awards of phantom stock granted as director compensation. The awards cover 309.5300 and 2,063.5600 units, each linked to one share of Dollar Tree common stock under the company’s non-employee director deferred compensation arrangements.

How many phantom stock units did the Dollar Tree (DLTR) director receive?

He received 309.5300 phantom stock units in one award and 2,063.5600 units in another. Each phantom stock unit represents the right to receive one share of Dollar Tree common stock plus cash for any fractional share component.

What is phantom stock in the context of Dollar Tree (DLTR) director compensation?

Each phantom stock unit represents the right to receive one Dollar Tree common share. The filing states that phantom stock is payable in common stock, with cash for any fractional shares, aligning director compensation with shareholder value without an immediate stock issuance.

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

The phantom stock is payable 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 described in the filing’s footnotes.

What programs govern these Dollar Tree (DLTR) phantom stock awards to the director?

The awards are made under the Non-Employee Director Deferred Compensation Program. Footnotes explain they reflect deferral of the annual director equity award from the 2021 Omnibus Incentive Plan and deferral of director fees into phantom stock units.

Does this Dollar Tree (DLTR) Form 4 reflect open-market buying or selling of shares?

No, the transactions are coded as grant or award acquisitions of phantom stock. Footnotes clarify they represent deferred director equity awards and director fees, rather than open-market purchases or sales of existing Dollar Tree common stock.