Dollar Tree (DLTR) director defers fees into 413.98 phantom shares

Rhea-AI Filing Summary

Stahl Stephanie reported acquisition or exercise transactions in this Form 4 filing.

Dollar Tree director Stephanie Stahl received a grant of 413.98 shares of phantom stock as a deferral of director fees under the Non-Employee Director Deferred Compensation Program. Each phantom share represents the right to receive one share of Dollar Tree common stock, with cash paid for any fractional shares. These phantom shares are payable in common stock after Stahl leaves the Board or on a previously specified distribution date, according to her deferral election.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Stahl Stephanie

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	413.98	$108.70	$45K

Holdings After Transaction: Phantom Stock — 413.98 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 the director's deferral election.

Key Figures

Phantom stock granted: 413.98 units Reference price per unit: $108.70 per share Total phantom stock after grant: 413.98 units +1 more

4 metrics

Phantom stock granted 413.98 units Grant of phantom stock units to director Stephanie Stahl

Reference price per unit $108.70 per share Price per share used for the phantom stock award

Total phantom stock after grant 413.98 units Holdings following the reported transaction

Underlying security 413.98 common shares equivalent Each phantom share equals one common share right

Key Terms

Phantom Stock, Non-Employee Director Deferred Compensation Program, deferral election

3 terms

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 of director fees under the Non-Employee Director Deferred Compensation Program."

deferral election financial

"pursuant to the director's deferral election."

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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)
			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)	04/01/2026		A(2)		413.98		(3)	(3)	Common Stock	413.98	$108.7	413.98	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 Ms. Stahl	04/03/2026
	** 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)

FAQ

What insider transaction did Dollar Tree (DLTR) report for Stephanie Stahl?

Dollar Tree reported that director Stephanie Stahl acquired 413.98 phantom stock units as a grant tied to deferred director fees. Each unit represents the right to receive one common share, plus cash for fractional shares, at a future payout event.

What is the size of Stephanie Stahl’s phantom stock grant at Dollar Tree (DLTR)?

Stephanie Stahl received 413.98 phantom stock units linked to Dollar Tree common stock. The grant reflects deferred non-employee director fees and results in total phantom stock holdings of 413.98 units following the transaction, according to the Form 4 disclosure.

How does Dollar Tree’s phantom stock for directors like Stephanie Stahl work?

Each share of phantom stock represents the right to receive one Dollar Tree common share and cash for fractional shares. The phantom shares are paid in common stock after the director leaves the Board or on a specified distribution date chosen in the director’s deferral election.

Why did Stephanie Stahl receive phantom stock instead of cash at Dollar Tree (DLTR)?

The Form 4 states the 413.98 phantom stock units represent a deferral of director fees under Dollar Tree’s Non-Employee Director Deferred Compensation Program. This program allows directors to defer fees into phantom stock rather than taking immediate cash compensation.

When will Stephanie Stahl’s phantom stock at Dollar Tree (DLTR) be paid out?

According to the disclosure, Stephanie Stahl’s phantom stock is payable in common stock after she separates from the Board or on the previously specified distribution date. The exact timing follows her individual deferral election under the deferred compensation program.