DOLLAR TREE, INC. — Director's Dealing 2023

Dec 21, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE, INC. (DLTR)
CIK: 0000935703
Period of Report: 2023-12-19

Reporting Person: Mantle Ridge LP (Director by deputization)
Reporting Person: MR Cobalt Advisor LLC (Director by deputization)
Reporting Person: Hilal Paul C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-20	Common Stock	P	8414	$132.65	Acquired	11374045	Indirect
2023-12-20	Common Stock	P	112103	$133.68	Acquired	11486148	Indirect
2023-12-20	Common Stock	P	557788	$134.43	Acquired	12043936	Indirect
2023-12-20	Common Stock	P	60557	$135.35	Acquired	12104493	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-12-19	Physically Settled Options to Buy Common Stock	$75.00	S	252460	Disposed	2024-04-01	Common Stock (252460)	Indirect
2023-12-19	Physically Settled Options to Buy Common Stock	$70.00	S	502401	Disposed	2024-04-01	Common Stock (502401)	Indirect
2023-12-19	Physically Settled Options to Buy Common Stock	$70.00	S	493231	Disposed	2024-04-01	Common Stock (493231)	Indirect
2023-12-19	Physically Settled Options to Buy Common Stock	$70.00	S	116250	Disposed	2024-04-01	Common Stock (116250)	Indirect
2023-12-19	Physically Settled Options to Buy Common Stock	$98.00	P	900360	Acquired	2025-07-18	Common Stock (900360)	Indirect
2023-12-19	Physically Settled Options to Buy Common Stock	$81.00	P	636151	Acquired	2025-07-18	Common Stock (636151)	Indirect
2023-12-19	Option for Cash Settled Forward Contracts	$55.00	S	1753655	Disposed	2024-04-01	Common Stock (1753655)	Indirect
2023-12-19	Option for Cash Settled Forward Contracts	$55.00	S	1753655	Disposed	2024-04-15	Common Stock (1753655)	Indirect
2023-12-19	Option for Cash Settled Forward Contracts	$55.00	S	1753655	Disposed	2024-05-01	Common Stock (1753655)	Indirect
2023-12-19	Option for Cash Settled Forward Contracts	$60.00	S	184000	Disposed	2024-04-01	Common Stock (184000)	Indirect
2023-12-19	Option for Cash Settled Forward Contracts	$60.00	S	301800	Disposed	2024-04-01	Common Stock (301800)	Indirect
2023-12-19	Option for Cash Settled Forward Contracts	$70.00	S	2160401	Disposed	2024-04-01	Common Stock (2160401)	Indirect
2023-12-19	Option for Cash Settled Forward Contracts	$98.00	P	2501339	Acquired	2025-07-18	Common Stock (2501339)	Indirect
2023-12-19	Option for Cash Settled Forward Contracts	$81.00	P	6231104	Acquired	2025-07-18	Common Stock (6231104)	Indirect

Footnotes

F1: Reflects the weighted average purchase price for the reported transactions. The shares were purchased in multiple transactions at prices ranging from $132.26 to $132.91, inclusive. The Reporting Person will provide the SEC staff, the Issuer, or any security holder of the Issuer, upon request for same, with the full information regarding the number of shares purchased at each separate price within the range specified.

F2: Reflects the weighted average purchase price for the reported transactions. The shares were purchased in multiple transactions at prices ranging from $133.03 to $134.00, inclusive. The Reporting Person will provide the SEC staff, the Issuer, or any security holder of the Issuer, upon request for same, with the full information regarding the number of shares purchased at each separate price within the range specified.

F3: Reflects the weighted average purchase price for the reported transactions. The shares were purchased in multiple transactions at prices ranging from $134.00 to $134.99, inclusive. The Reporting Person will provide the SEC staff, the Issuer, or any security holder of the Issuer, upon request for same, with the full information regarding the number of shares purchased at each separate price within the range specified.

F4: Reflects the weighted average purchase price for the reported transactions. The shares were purchased in multiple transactions at prices ranging from $135.00 to $135.72, inclusive. The Reporting Person will provide the SEC staff, the Issuer, or any security holder of the Issuer, upon request for same, with the full information regarding the number of shares purchased at each separate price within the range specified.

F5: 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.

F6: MR Cobalt, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR Cobalt Offshore Fund AB LLC, MR Cobalt Offshore Fund CB 01 Ltd, MR Cobalt Offshore Fund CB 02 LLC and MR Cobalt Offshore Fund CB 03 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds").

F7: 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. 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.

F8: 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 Securities Exchange Act of 1934.

F9: This consists of 12,104,393 shares of Common Stock held by the Mantle Ridge Funds and 100 shares of Common Stock purchased by Mr. Hilal for his own account.

F10: At the close of business on December 19, 2023, the Reporting Persons simultaneously (a) terminated certain of their American-style call options on forwards that may be physically settled ("Physically Settled Call Options") and (b) purchased new Physically Settled Call Options with a strike price of $98 or $81 (as indicated above) and an expiration date of July 18, 2025, using as a reference price for such termination and purchase the closing price of the underlying common stock on such day, which was $133.60.

F11: At the close of business on December 19, 2023, the Reporting Persons simultaneously (a) terminated certain of their American-style call options on cash-settled forwards ("CSF Option Agreements") and (b) purchased new CSF Option Agreements with a strike price of $98 or $81 (as indicated above) and an expiration date of July 18, 2025, using as a reference price for such termination and purchase the closing price of the underlying common stock on such day, which was $133.60. Under the terms of the CSF Option Agreements, if such Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into cash-settled forward transactions referencing an aggregate number of shares of Common Stock equal to the number of options underlying the exercised option under the CSF Option Agreements.

F12: (Continued from Footnote 11) Under the terms of the cash settled forward agreements, such Mantle Ridge Fund will pay to the counterparty any decrease in, and receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the cash settled forward agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted to account for any cash dividends or distributions declared by the Issuer. The strike price plus a previously paid premium for the relevant CSF Option Agreement equals the forward price of the Cash Settled Forward Agreement subject to any adjustment as discussed.