What RSU award triggered the Dollar Tree (DLTR) share grant to John S. Mitchell Jr.?

The share grant came from three-year performance-based restricted stock units awarded on March 31, 2023 under Dollar Tree’s 2021 Omnibus Incentive Plan. These RSUs settled on March 31, 2026, resulting in issuance of 221 common shares to the Chief Legal Officer.

Dollar Tree (DLTR) legal chief gets RSU stock award, surrenders shares for tax

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Dollar Tree’s Chief Legal Officer John S. Mitchell Jr. reported routine equity compensation activity. On March 31, 2026, he acquired 221 shares of common stock at $0.00 per share upon settlement of three-year performance-based RSUs granted under the 2021 Omnibus Incentive Plan. On the same date, 450 shares were deemed surrendered at $109.51 per share to cover tax liabilities from vesting restricted stock units. After these transactions, he directly owns 13,599 shares of Dollar Tree common stock. These are compensation and tax-withholding entries, not open-market purchases or sales.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Mitchell John S. JR

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	221	$0.00	--
Tax Withholding	Common Stock	450	$109.51	$49K

Holdings After Transaction: Common Stock — 14,049 shares (Direct)

Footnotes (1)

On March 31, 2026, Dollar Tree issued shares of common stock upon settlement of settlement of three-year performance-based RSUs awarded on March 31, 2023 pursuant to the 2021 Omnibus Incentive Plan Shares deemed surrendered in payment of tax liability resulting from vesting of restricted stock units.

Key Figures

Stock award shares: 221 shares Tax-withheld shares: 450 shares Holding after transactions: 13,599 shares +1 more

4 metrics

Stock award shares 221 shares Common stock granted on March 31, 2026 from performance-based RSUs

Tax-withheld shares 450 shares Shares surrendered at $109.51 to cover RSU vesting taxes on March 31, 2026

Holding after transactions 13,599 shares Direct ownership of Dollar Tree common stock following Form 4 transactions

Tax withholding price $109.51 per share Value used for 450 shares surrendered for tax liabilities

Key Terms

performance-based RSUs, 2021 Omnibus Incentive Plan, restricted stock units, tax-withholding disposition

4 terms

performance-based RSUs financial

"three-year performance-based RSUs awarded on March 31, 2023"

Performance-based restricted stock units (RSUs) are promises to deliver company shares to employees only if the business meets specific goals, such as revenue, profit, stock-price targets, or strategic milestones. For investors, they matter because they change future share supply and align management incentives with company results—like a salesperson whose bonus only pays out when sales targets are hit—so they can affect earnings, dilution, and confidence in leadership.

2021 Omnibus Incentive Plan financial

"awarded on March 31, 2023 pursuant to the 2021 Omnibus Incentive Plan"

restricted stock units financial

"tax liability resulting from vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 05:22 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^*

Mitchell John S. JR

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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)
Common Stock	03/31/2026		A		221⁽¹⁾	A	$0	14,049	D
Common Stock	03/31/2026		F		450⁽²⁾	D	$109.51	13,599	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)
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)

Explanation of Responses:

1. On March 31, 2026, Dollar Tree issued shares of common stock upon settlement of settlement of three-year performance-based RSUs awarded on March 31, 2023 pursuant to the 2021 Omnibus Incentive Plan

2. Shares deemed surrendered in payment of tax liability resulting from vesting of restricted stock units.

	/s/ Lee G. Lester, attorney-in-fact for Mr. Mitchell, Jr.	04/02/2026
	** 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 transactions did Dollar Tree (DLTR) report for John S. Mitchell Jr.?

Dollar Tree’s Chief Legal Officer John S. Mitchell Jr. received 221 shares of common stock as a stock award and surrendered 450 shares to cover tax liabilities related to vesting restricted stock units, all recorded on March 31, 2026.

Was the Dollar Tree (DLTR) insider activity a market buy or sell?

The reported activity was not a market buy or sell. It reflects a stock award from performance-based RSUs and shares surrendered to pay taxes on vesting restricted stock units, both common compensation-related entries rather than discretionary trading in the open market.

How many Dollar Tree (DLTR) shares does John S. Mitchell Jr. now hold?

Following the reported transactions, John S. Mitchell Jr. directly holds 13,599 shares of Dollar Tree common stock. This figure reflects the net position after receiving 221 shares from RSU settlement and surrendering 450 shares for associated tax obligations on March 31, 2026.

Why were 450 Dollar Tree (DLTR) shares surrendered by John S. Mitchell Jr.?

The 450 shares were deemed surrendered to pay tax liabilities arising from the vesting of restricted stock units. Instead of paying cash for taxes, a portion of the vested shares was withheld at a price of $109.51 per share to satisfy the tax obligation.