KELLY EDWARD J III 4

What Happened

• Edward J. Kelly III, a non-employee director of Dollar Tree (DLTR), was granted two phantom stock awards on July 1, 2026. The awards total 2,373.09 phantom shares: 2,063.56 shares valued at $121.15 each ($250,000) and 309.53 shares at $121.15 each ($37,500), for a combined value of $287,500. These were reported as derivative awards (code A).

Key Details

• Transaction date and prices:
  • 2026-07-01: 2,063.56 phantom shares @ $121.15 = $250,000 (Footnote F2: deferral of annual director equity award).
  • 2026-07-01: 309.53 phantom shares @ $121.15 = $37,500 (Footnote F4: deferral of director fees).
• Nature of the instruments: phantom stock (derivative). Each phantom share represents the right to receive one share of common stock (and cash for fractional shares) per Footnote F1.
• Payout timing: phantom shares are payable in common stock following the earlier of the director’s separation from the Board or the distribution date elected under the deferral program (Footnote F3).
• Filing: Report filed 2026-07-06 for transactions dated 2026-07-01. (Timeliness of filing not specified in the provided excerpt.)

Context

• These are compensation deferrals (non-cash, derivative awards) under the Non-Employee Director Deferred Compensation Program and the 2021 Omnibus Incentive Plan, not open-market purchases or sales. Such grants reflect director compensation arrangements rather than immediate buying or selling of shares by the insider.