Dollar Tree Inc.

06/25/2026 | Press release | Distributed by Public on 06/25/2026 10:41

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Mantle Ridge LP
2. Issuer Name and Ticker or Trading Symbol
DOLLAR TREE, INC. [DLTR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Director by deputization
(Last) (First) (Middle)
712 FIFTH AVENUE, SUITE 17F
3. Date of Earliest Transaction (Month/Day/Year)
06/24/2026
(Street)
NEW YORK, NY 10019
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
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
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)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mantle Ridge LP
712 FIFTH AVENUE, SUITE 17F
NEW YORK, NY 10019
Director by deputization
MR Cobalt Advisor LLC
712 FIFTH AVENUE, SUITE 17F
NEW YORK, NY 10019
Director by deputization
Hilal Paul C
712 FIFTH AVENUE, SUITE 17F
NEW YORK, NY 10019
X

Signatures

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
**Signature of Reporting Person Date
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
**Signature of Reporting Person Date
/s/ Paul C. Hilal 06/25/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Dollar Tree Inc. published this content on June 25, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 25, 2026 at 16:42 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]