Dollar Tree awards phantom stock to director

Douglas William W III reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Douglas William W III reported acquisition or exercise transactions in this Form 4 filing.

Dollar Tree, Inc. director Douglas William W III received a grant of 1,238.130 shares of phantom stock, each tied to one share of common stock. The award reflects a deferral of his annual director equity grant under the 2021 Omnibus Incentive Plan and is settled in stock, with cash for fractional shares.

The phantom stock will be paid in common shares after he leaves the board or on a future distribution date chosen under the Non-Employee Director Deferred Compensation Program.

Insider Trade Summary

Grant/Award: 1,238.13 shares

Grant/Award 1 txn

Insider Douglas William W III

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	1,238.13	$121.15	$150K

Holdings After Transaction: Phantom Stock — 1,238.13 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 under the Non-Employee Director Deferred Compensation Program of the annual director equity award granted from the Issuer's shareholder approved 2021 Omnibus Incentive Plan.
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.

Key Figures

Phantom stock grant: 1,238.1300 units Reference price per unit: $121.1500 per unit Underlying common shares: 1,238.1300 shares +2 more

5 metrics

Phantom stock grant 1,238.1300 units Grant to director on 2026-07-01

Reference price per unit $121.1500 per unit Phantom stock grant valuation

Underlying common shares 1,238.1300 shares Common stock underlying phantom stock

Phantom stock holdings after grant 1,238.1300 units Total phantom stock following this transaction

Conversion price $0.0000 Conversion or exercise price of phantom stock

Key Terms

Phantom Stock, Non-Employee Director Deferred Compensation Program, 2021 Omnibus Incentive Plan, director's separation from the Board

4 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 under the Non-Employee Director Deferred Compensation Program of the annual director equity award"

2021 Omnibus Incentive Plan financial

"annual director equity award granted from the Issuer's shareholder approved 2021 Omnibus Incentive Plan"

director's separation from the Board financial

"payable in common stock following the earlier of the director's separation from the Board or the specified date"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Dollar Tree (DLTR) director Douglas William W III report on this Form 4?

He reported receiving 1,238.130 shares of phantom stock as a compensation grant. Each phantom share corresponds to one Dollar Tree common share and reflects a deferred annual director equity award under the 2021 Omnibus Incentive Plan.

How many phantom stock units were granted to the Dollar Tree (DLTR) director?

The director was granted 1,238.130 phantom stock units in this transaction. These units mirror 1,238.130 underlying common shares and represent a deferred form of the annual director equity award from the shareholder-approved 2021 Omnibus Incentive Plan.

What does each Dollar Tree (DLTR) phantom stock share represent for the director?

Each phantom stock share represents the right to receive one Dollar Tree common share. The director will also receive cash for any fractional shares, aligning phantom stock value directly with the company’s common stock performance over time.

When will the Dollar Tree (DLTR) phantom stock be paid to the director?

The phantom stock will be paid in common stock after the director leaves the board or at a chosen distribution date. That timing follows the director’s deferral election under the Non-Employee Director Deferred Compensation Program’s rules.

What plan governs this Dollar Tree (DLTR) phantom stock grant to the director?

The grant comes from Dollar Tree’s shareholder-approved 2021 Omnibus Incentive Plan. It is reported as a deferral of the annual director equity award under the Non-Employee Director Deferred Compensation Program’s specific deferral framework.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/06/2026 - 07:34 PM EDT 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^*

Douglas William W III

(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)
07/01/2026

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)	07/01/2026		A		1,238.13(2)		(3)	(3)	Common Stock	1,238.13	$121.15	1,238.13	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 under the Non-Employee Director Deferred Compensation Program of the annual director equity award granted from the Issuer's shareholder approved 2021 Omnibus Incentive Plan.

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. Douglas	07/06/2026
	** 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)