KELLY EDWARD J III 4

What Happened
Edward J. Kelly III, a director of Dollar Tree, received a grant of 344.99 phantom shares (derivative award) on 2026-04-01 priced at $108.70 per share, with a total value of approximately $37,500. This was an award/deferral of director compensation (code A), not an open-market purchase or sale.

Key Details

• Transaction date: 2026-04-01; Form 4 filed: 2026-04-03 (timely filing).
• Instrument: 344.99 shares of phantom stock at $108.70 each; total value ≈ $37,500.
• Nature: Derivative award (phantom stock) representing the right to receive common shares (and cash for fractional shares). (See footnotes F1–F4.)
• Purpose: Represents deferral of director fees under the Non-Employee Director Deferred Compensation Program.
• Payout terms: Phantom shares payable in common stock upon the earlier of the director’s separation from the Board or the elected distribution date.
• Shares owned after transaction: Not specified in this filing.

Context
Phantom stock awards are a form of deferred compensation and do not involve an immediate cash purchase or sale of company shares. They give the holder the right to receive common stock (or cash for fractions) in the future and are routine for non-employee directors; they should be viewed as compensation treatment rather than a direct buy/sell signal.