Dollar Tree (DLTR) Director Defers Fees into 415.19 Phantom Shares

Dollar Tree, Inc. (DLTR) reported an insider transaction by director Edward J. Kelly III on 10/01/2025.

Rhea-AI Filing Summary

Dollar Tree, Inc. (DLTR) reported an insider transaction by director Edward J. Kelly III on 10/01/2025. Mr. Kelly acquired 415.19 units of phantom stock under the company's Non-Employee Director Deferred Compensation Program, representing the right to receive 415.19 shares of common stock (with cash paid for any fractional share). The acquisition reflects a fee deferral election rather than an open-market purchase; the phantom units carry a per‑share reference price of $90.32 and will be paid in common stock upon the earlier of Mr. Kelly's separation from the board or the specified distribution date in his deferral election. The Form 4 was signed by an attorney‑in‑fact on 10/03/2025.

Insider Trade Summary

Grant/Award: 415.19 shares

Grant/Award 1 txn

Insider KELLY EDWARD J III

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	415.19	$90.32	$37K

Holdings After Transaction: Phantom Stock — 415.19 contracts (Direct)

Footnotes (3)

1. F1. Each share of phantom stock represents the right to receive one share of Dollar Tree common stock, and cash for any fractional shares.
2. F2. Represents deferral of director fees under the Non-Employee Director Deferred Compensation Program.
3. F3. 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.

FAQ

What did DLTR director Edward J. Kelly III report on Form 4?

He reported acquiring 415.19 phantom stock units under the Non-Employee Director Deferred Compensation Program on 10/01/2025.

Will the phantom stock convert to common shares for DLTR (DLTR)?

Yes. Each phantom stock unit represents the right to receive one share of Dollar Tree common stock, with cash for any fractional share, payable upon separation from the board or the elected distribution date.

What price is shown on the Form 4 for the phantom stock?

The Form 4 lists a reference amount of $90.32 per share for the reported phantom stock units.

Why was the phantom stock issued to the director?

The filing states the units represent a deferral of director fees under the company's Non-Employee Director Deferred Compensation Program.

When was the Form 4 signed and filed for this transaction?

The Form 4 bears a signature by attorney‑in‑fact John S. Mitchell Jr. dated 10/03/2025.

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Accepted by SEC EDGAR 10/03/2025 - 05:45 PM Learn about SEC filing dates

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 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)		415.19		(3)	(3)	Common Stock	415.19	$90.32	415.19	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.

	/s/ John S. Mitchell Jr., attorney-in-fact for Mr. Kelly, III	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.