Randolph Diane 4

What Happened

• Diane Randolph, a member of the Board of Directors of Dollar Tree, received an annual director equity award of 1,238 shares on July 1, 2026. The award was reported at $121.15 per share for a total grant value of $149,984.
• The filing also reports conversion activity involving 1,398 shares of phantom stock (derivative securities) that were previously deferred under the Non‑Employee Director Deferred Compensation Program. The conversion entries show no cash price (N/A) because these were derivative/phantom‑to‑stock settlement entries rather than an open‑market trade.

Key Details

• Transaction date: July 1, 2026 (Form 4 filed July 6, 2026 — appears to be late relative to the 2‑business‑day Form 4 deadline).
• Award: 1,238 shares @ $121.15 per share; reported total value $149,984.
• Phantom conversion: 1,398 phantom shares converted/settled (price shown as N/A in filing).
• Shares owned after transaction: Not specified in the provided filing.
• Relevant footnotes:
  • Phantom shares were from an earlier (2024) director award deferred under the Non‑Employee Director Deferred Compensation Program (F1, F4, F5).
  • The 1,238‑share grant is the annual director equity award under the company’s 2021 Omnibus Incentive Plan (F3).
• Filing timeliness: Filed July 6 for a July 1 transaction — this misses the typical two‑business‑day Form 4 deadline and is flagged as late.

Context

• Director equity awards and phantom‑stock settlements are common forms of non‑employee director compensation and do not necessarily signal the director’s view of the company’s short‑term prospects. Phantom stock represents the right to receive shares (or cash for fractions) at a later distribution date or upon separation, per the director’s deferral election. The reported grant ($~150k) is compensation, not an open‑market purchase. The late filing is a procedural compliance matter and may warrant attention but does not by itself indicate trading intent.