DLTR Form 4: 498.23 phantom stock from director fee deferral

Rhea-AI Filing Summary

Dollar Tree (DLTR) director Form 4: A board member reported the acquisition of 498.23 phantom stock units on 10/01/2025 at $90.32 per unit under the company’s Non-Employee Director Deferred Compensation Program. Each phantom share represents one share of common stock (with cash for fractional shares) and will be delivered after separation from the Board or on a specified distribution date per the director’s election. The holdings are reported as direct ownership.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Stahl Stephanie

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	498.23	$90.32	$45K

Holdings After Transaction: Phantom Stock — 498.23 shares (Direct)

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 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 director's deferral election.

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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^*

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)
10/01/2025

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

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	(1)	10/01/2025		A(2)		498.23		(3)	(3)	Common Stock	498.23	$90.32	498.23	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 director's deferral election.

	/s/ John S. Mitchell, Jr., attorney-in-fact for Ms. Stahl	10/03/2025
	** 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

What did Dollar Tree (DLTR) disclose in this Form 4?

A director acquired 498.23 phantom stock units on 10/01/2025 at $90.32 per unit under the deferred compensation program.

What are the terms of the phantom stock reported for DLTR?

Each phantom share represents the right to receive one common share and cash for any fractional shares.

When will the DLTR phantom shares be delivered?

They are payable in common stock following the earlier of the director’s separation from the Board or the specified distribution date elected.

Was this a market purchase or sale of DLTR common stock?

No. The transaction code A reflects an acquisition from deferral of director fees under the program.

How is ownership reported for these DLTR phantom shares?

The filing shows direct ownership of 498.23 derivative securities following the transaction.

Who signed the DLTR Form 4?

It was signed by /s/ John S. Mitchell, Jr., attorney-in-fact for Ms. Stahl, on 10/03/2025.