Dollar Tree director receives phantom stock award

SCOTT BERTRAM L reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

SCOTT BERTRAM L reported acquisition or exercise transactions in this Form 4 filing.

DOLLAR TREE, INC. director L. Scott Bertram reported an award of 1,238.130 shares of phantom stock on July 1, 2026. Each phantom share represents the right to receive one share of Dollar Tree common stock, with cash for any fractional shares, under the 2021 Omnibus Incentive Plan. Following this grant, Bertram holds 1,238.130 phantom stock units tied to common shares, payable after board service ends or on a chosen distribution date.

Insider Trade Summary

Grant/Award: 1,238.13 shares

Grant/Award 1 txn

Insider SCOTT BERTRAM L

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 shareholders 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 units granted: 1,238.130 units Reference price per unit: $121.15 per unit Phantom units after transaction: 1,238.130 units +1 more

4 metrics

Phantom stock units granted 1,238.130 units Grant on July 1, 2026 as director equity deferral

Reference price per unit $121.15 per unit Transaction price for phantom stock grant

Phantom units after transaction 1,238.130 units Total phantom stock holdings following grant

Underlying common stock 1,238.130 shares Each phantom unit equals one common share right

Key Terms

Phantom Stock, Non-Employee Director Deferred Compensation Program, 2021 Omnibus Incentive Plan, phantom stock are payable in common stock

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 shareholders approved 2021 Omnibus Incentive Plan"

phantom stock are payable in common stock financial

"Shares of phantom stock are payable in common stock following the earlier of the director's separation"

FAQ

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

What insider transaction did DLTR director L. Scott Bertram report?

L. Scott Bertram reported receiving 1,238.130 phantom stock units. The award was granted on July 1, 2026 and represents a deferred equity-based compensation tied to Dollar Tree common stock under the company’s shareholder-approved 2021 Omnibus Incentive Plan.

What is the value basis of the phantom stock granted to the DLTR director?

The phantom stock grant was based on a reference price of $121.15 per unit. Each of the 1,238.130 phantom stock units reflects that price and represents the right to receive one Dollar Tree common share in the future.

How many Dollar Tree (DLTR) phantom stock units does the director hold after this filing?

After the transaction, the director holds 1,238.130 phantom stock units. These units are tied one-for-one to Dollar Tree common shares, with additional cash paid for any fractional share amounts when distributed.

When will the DLTR phantom stock awarded to the director be paid out?

The phantom stock will be paid in common stock at a future date. Payment occurs after the director leaves the Board or on a specific distribution date chosen under the deferral election terms of the compensation program.

Under what plan was the DLTR director’s phantom stock award granted?

The award was granted under Dollar Tree’s 2021 Omnibus Incentive Plan. It represents a deferral of the annual non-employee director equity award under the Non-Employee Director Deferred Compensation Program approved by shareholders.

Is the DLTR director’s phantom stock grant a market purchase or a compensation award?

The phantom stock grant is a compensation-related award, not a market purchase. It is reported with transaction code “A” for a grant or award acquisition and reflects deferred director compensation rather than open-market trading activity.

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

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Accepted by SEC EDGAR 07/06/2026 - 07:56 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^*

SCOTT BERTRAM L

(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 shareholders 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. Scott	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)