Director by deputization Mantle Ridge Lp converted options into 602,170 shares, sold $248,271,946 worth of shares (2,230,455 units at $111.31) and disposed of 10,266,164 shares (SEC Form 4)
$DLTR
Department/Specialty Retail Stores
Consumer Discretionary
| 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 |
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| 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*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
DOLLAR TREE, INC. [ DLTR ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 06/24/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock, par value $0.01 per share | 06/24/2026 | C(5) | 602,170 | A | (5) | 12,706,663(5) | I | See footnotes(1)(2)(3)(4) | ||
| Common Stock, par value $0.01 per share | 06/24/2026 | S | 2,230,455 | D | $111.31 | 10,476,208 | I | See footnotes(1)(2)(3)(4) | ||
| Common Stock, par value $0.01 per share | 06/24/2026 | J(6) | 10,266,164 | D | $0 | 210,044(7) | I | See footnotes(1)(2)(3)(4) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Share Forward Transactions | $148.86 | 06/24/2026 | C(5) | 602,170 | 06/24/2026 | 07/14/2028 | Common Stock | 602,170 | (5) | 33,981 | I | See footnotes(1)(2)(3)(4) | |||
| Share Forward Transactions | $148.86 | 06/24/2026 | S(8) | 33,981 | 06/24/2026 | 07/14/2028 | Common Stock | 33,981 | (8) | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Share Forward Transactions | $153.87 | 06/24/2026 | S(8) | 900,360 | 06/24/2026 | 07/14/2028 | Common Stock | 900,360 | (8) | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Cash Settled Share Forward Transactions | $153.87 | 06/24/2026 | S(9) | 2,501,339 | 06/24/2026 | 07/14/2028 | Common Stock | 2,501,339 | (9) | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Cash Settled Share Forward Transactions | $148.86 | 06/24/2026 | S(9) | 6,231,104 | 06/24/2026 | 07/14/2028 | Common Stock | 6,231,104 | (9) | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Cash Settled Share Forward Transactions | $105.21 | 06/24/2026 | S(9) | 70,259 | 06/24/2026 | 12/14/2026 | Common Stock | 70,259 | (9) | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Cash Settled Share Forward Transactions | $105.48 | 06/24/2026 | S(9) | 21,499 | 06/24/2026 | 12/14/2026 | Common Stock | 21,499 | (9) | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Cash Settled Share Forward Transactions | $105.71 | 06/24/2026 | S(9) | 146,571 | 06/24/2026 | 12/14/2026 | Common Stock | 146,571 | (9) | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Cash Settled Share Forward Transactions | $104.25 | 06/24/2026 | S(9) | 178,586 | 06/24/2026 | 12/14/2026 | Common Stock | 178,586 | (9) | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Cash Settled Share Forward Transactions | $105.37 | 06/24/2026 | S(9) | 237,336 | 06/24/2026 | 12/14/2026 | Common Stock | 237,336 | (9) | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Cash Settled Share Forward Transactions | $104.87 | 06/24/2026 | S(9) | 190,199 | 06/24/2026 | 12/14/2026 | Common Stock | 190,199 | (9) | 0 | I | See footnotes(1)(2)(3)(4) | |||
| Cash Settled Share Forward Transactions | $105.77 | 06/24/2026 | S(9) | 78,711 | 06/24/2026 | 12/14/2026 | Common Stock | 78,711 | (9) | 0 | I | See footnotes(1)(2)(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR Cobalt Advisor LLC, a Delaware limited liability company ("MR Cobalt"), and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. |
| 2. MR Cobalt, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR Cobalt Offshore Fund AB LLC and MR Cobalt Offshore Fund CB 02 LLC, each a Cayman Islands limited liability company, and MR Cobalt Offshore Fund CB01 LTD and MR Cobalt Offshore Fund CB03 LTD, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). |
| 3. MR Cobalt, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR Cobalt, each may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934 (the "Exchange Act"). By virtue of Paul C. Hilal's position as ultimately controlling MR Cobalt and Mantle Ridge, Paul C. Hilal may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. The transactions reported in this Form 4 principally relate to the distribution of shares of Common Stock and cash to and among the limited partners of the Mantle Ridge Funds. |
| 4. Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the other Reporting Persons may be directors by deputization for purposes of Section 16 of the Exchange Act. |
| 5. On June 24, 2026, one of the Mantle Ridge Funds physically settled a portion of the physically-settled share forward transactions that it was deemed to have entered into on July 11, 2025, with an unaffiliated third-party financial institution (the "Forward Counterparty"), receiving from the Forward Counterparty an aggregate of 602,170 Subject Securities at a forward price of $148.86 per share. |
| 6. The Reporting Persons caused the Mantle Ridge Funds to distribute the Subject Securities described in this row to direct and indirect owners of the Mantle Ridge Funds on a pro rata basis. No consideration was paid in connection with these distributions. |
| 7. The Reporting Persons have no plans to sell any further shares of the Issuer currently or in the foreseeable future. Paul C. Hilal intends to maintain these holdings and continue serving as a director of the board of directors of the Issuer. |
| 8. On June 24, 2026, each Mantle Ride Fund terminated certain of its physically-settled share forward transactions with the Forward Counterparty, using as a reference price for such termination $111.31. |
| 9. On June 24, 2026, each Mantle Ride Fund terminated its cash-settled share forward transactions with the Forward Counterparty, using as a reference price for such termination $111.31. |
| MANTLE RIDGE LP, By: Mantle Ridge GP LLC, its general partner, PCH MR Advisor Holdings LLC, its managing member, /s/ Paul C. Hilal, Sole Member | 06/25/2026 | |
| MR COBALT ADVISOR LLC, By: Mantle Ridge LP, its sole member, Mantle Ridge GP LLC, its general partner, PCH MR Advisor Holdings LLC, its managing member, /s/ Paul C. Hilal, Sole Member | 06/25/2026 | |
| /s/ Paul C. Hilal | 06/25/2026 | |
| ** 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) | ||