DOLLAR TREE, INC. — Director's Dealing 2023

Apr 4, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE, INC. (DLTR)
CIK: 0000935703
Period of Report: 2023-03-31

Reporting Person: NAYLOR JEFFREY G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-31	Common Stock	C	3414	—	Acquired	14914	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-31	Phantom Stock	$	C	3414	Disposed		Common Stock (3414)	Direct
2023-04-01	Phantom Stock	$	A	165.45	Acquired		Common Stock (165.45)	Direct

Footnotes

F1: Shares of phantom stock previously reported by the Reporting Person for director's fees earned for service in 2018 and 2019 which were deferred under the 2013 Director Deferred Compensation Plan.

F2: N/A

F3: Convert without cost to shares of common stock on a one-for-one basis.

F4: Shares of phantom stock are payable in common stock following the earlier of the director's separation from the Board or March 31, 2023 (the specified date of distribution pursuant to the director's deferral election).

F5: Each share of phantom stock represents the right to receive one share of Dollar Tree common stock, and cash for any fractional shares.

F6: Represents deferral of director fees under the 2013 Director Deferred Compensation Plan.

F7: 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.