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Director Diane Randolph at Dollar Tree (NASDAQ: DLTR) gets equity grant and converts phantom stock

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Dollar Tree director Diane Randolph reported compensation-related share activity. She received an award of 1,238 shares of Dollar Tree common stock on July 1, 2026 at a reference price of $121.15 per share as her annual director equity grant. She also converted 1,398 shares of previously deferred phantom stock into an equal number of common shares, with no cash purchase involved. Following these transactions, she directly holds 5,352 common shares, and her phantom stock balance related to this award is now zero.

Positive

  • None.

Negative

  • None.
Insider Randolph Diane
Role null
Type Security Shares Price Value
Conversion Phantom Stock 1,398 $0.00 --
Conversion Common Stock 1,398 $0.00 --
Grant/Award Common Stock 1,238 $121.15 $150K
Holdings After Transaction: Phantom Stock — 0 shares (Direct, null); Common Stock — 4,114 shares (Direct, null)
Footnotes (1)
  1. Shares of phantom stock previously reported by the Reporting Person for the annual director equity award in 2024 which was deferred under the Non-Employee Director Deferred Compensation Program. N/A Represents the annual director equity award granted from the Issuer's shareholder approved 2021 Omnibus Incentive Plan. Each share of phantom stock represents the right to receive one share of Dollar Tree common stock, and cash for any fractional shares. 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.
Director equity award 1,238 shares Annual director equity grant on July 1, 2026
Award reference price $121.15 per share Price per share for 1,238-share grant
Phantom stock converted 1,398 units/shares Phantom stock converted into common stock
Shares held after award 5,352 shares Total direct common stock holdings following transactions
Exercise-related shares 1,398 shares Derivative conversion count in transaction summary
phantom stock financial
"Shares of phantom stock previously reported by the Reporting Person for the annual director equity award in 2024 which was deferred under the Non-Employee Director Deferred Compensation Program."
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
"which was deferred under the Non-Employee Director Deferred Compensation Program."
annual director equity award financial
"Represents the annual director equity award granted from the Issuer's shareholder approved 2021 Omnibus Incentive Plan."
2021 Omnibus Incentive Plan financial
"Represents the annual director equity award granted from the Issuer's shareholder approved 2021 Omnibus Incentive Plan."
Conversion of derivative security financial
"transaction_code_description": "Conversion of derivative security""
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Randolph Diane
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/01/2026C1,398(1)A(2)4,114D
Common Stock07/01/2026A1,238(3)A$121.155,352D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(4)07/01/2026C1,398(1) (5) (5)Common Stock1,398(2)0D
Explanation of Responses:
1. Shares of phantom stock previously reported by the Reporting Person for the annual director equity award in 2024 which was deferred under the Non-Employee Director Deferred Compensation Program.
2. N/A
3. Represents the annual director equity award granted from the Issuer's shareholder approved 2021 Omnibus Incentive Plan.
4. Each share of phantom stock represents the right to receive one share of Dollar Tree common stock, and cash for any fractional shares.
5. 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. Randolph07/06/2026
** Signature of Reporting PersonDate
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 Diane Randolph report at Dollar Tree (DLTR)?

Diane Randolph reported acquiring common shares through compensation. She received 1,238 shares as an annual director equity award and 1,398 shares through conversion of phantom stock, with no open-market buying or selling involved in these transactions.

How many Dollar Tree (DLTR) shares does Diane Randolph hold after the Form 4?

After the reported transactions, Diane Randolph directly holds 5,352 Dollar Tree common shares. This total reflects both the 1,238-share annual equity award and the 1,398-share conversion of phantom stock into common stock disclosed in the filing.

Was the Dollar Tree (DLTR) Form 4 an open-market stock purchase or sale?

No, the Form 4 does not show any open-market purchases or sales. It reports a grant of 1,238 common shares as director compensation and a conversion of 1,398 phantom stock units into common shares, both non-cash equity events.

What is the 1,238-share award reported for Dollar Tree (DLTR) director Diane Randolph?

The 1,238-share award represents Diane Randolph’s annual director equity grant. It was granted under Dollar Tree’s 2021 Omnibus Incentive Plan and is part of her non-employee director compensation rather than an open-market transaction.

What does the phantom stock conversion mean in the Dollar Tree (DLTR) Form 4?

The phantom stock conversion reflects 1,398 phantom stock units turning into 1,398 common shares. Each phantom unit entitled Randolph to one share of Dollar Tree common stock, with the conversion tied to the company’s deferred compensation program for directors.

Did Diane Randolph retain any phantom stock units at Dollar Tree (DLTR) after this filing?

For the phantom stock block reported here, her balance went to zero. The Form 4 shows 1,398 phantom stock units converted into the same number of common shares, leaving no remaining phantom units from that specific award.