Dollar Tree director boosts stake by 1,185 shares in Form 4 filing

Rhea-AI Filing Summary

Dollar Tree Inc. (DLTR) – Form 4 filing: Director Stephanie Stahl reported the conversion of 1,185 phantom stock units into an equal number of DLTR common shares on 08/01/2025 (Transaction Code C). The phantom shares were originally earned as deferred director fees for 2019-2022 under the 2013 Director Deferred Compensation Plan. After the conversion, Stahl directly owns 5,274 DLTR shares. Each phantom unit entitled the holder to one common share plus cash for fractional shares; settlement occurs upon board separation or the elected distribution date. No derivative securities remain following this transaction. The filing shows an increase in equity ownership by a non-executive director and does not involve an open-market purchase or sale.

Positive

• Director’s direct holdings increased by 1,185 shares, modestly strengthening insider alignment with shareholders.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director converted 1,185 phantom units to stock; modest alignment signal, immaterial to valuation.

The transaction is an administrative conversion of deferred compensation, not a discretionary buy or sell, and represents less than 0.01% of DLTR’s ~219 M shares outstanding. While additional direct ownership can marginally enhance board-shareholder alignment, the small share count and absence of cash purchase mean market impact is negligible. No new information on operations, guidance, or fundamentals accompanies the filing.

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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	08/01/2025		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)	08/01/2025		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	08/04/2025
	** 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

How many Dollar Tree (DLTR) shares did Director Stephanie Stahl acquire?

She converted 1,185 phantom stock units into the same number of DLTR common shares.

What was the transaction date disclosed in the Form 4?

The conversion occurred on 08/01/2025.

Did the filing involve an open-market purchase or sale?

No. It was a Code C conversion of deferred phantom stock, not a market trade.

What is Stephanie Stahl’s total direct ownership after the transaction?

She now directly owns 5,274 DLTR shares.

What does each phantom stock unit represent?

Each unit equals one share of Dollar Tree common stock plus cash for any fractional shares upon settlement.