Mantle Ridge LP - 11 Jul 2025 Form 4 Insider Report for DOLLAR TREE, INC. (DLTR)

Reporting relationship: Director by deputization
Issuer ticker: DLTR
Reported as of: 11 Jul 2025
Net transaction value: +$889,614,157
SEC form: 4
Accepted by SEC: 15 Jul 2025, 16:05:19 UTC
Prior SEC filing: 03 Feb 2025
Next SEC filing: 13 Feb 2026
Source filing: View source filing
Reporting owner signature: MANTLE RIDGE LP, By: Mantle Ridge GP LLC, its general partner, PCH MR Advisor Holdings LLC, its managing member, /s/ Paul C. Hilal, Sole Member

Key filing fact

Mantle Ridge LP filed Form 4 for DOLLAR TREE, INC. (DLTR) on 15 Jul 2025.

Key facts

This page summarizes Mantle Ridge LP's Form 4 filing for DOLLAR TREE, INC. (DLTR).
8 reported transactions and 8 derivative rows are listed below.
Accepted by SEC: 15 Jul 2025, 16:05.

Change

Previous filing in this sequence was filed on 03 Feb 2025.
Current net transaction value: +$889,614,157.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (3)

CIK 0001695459 Primary reporting owner

Mantle Ridge LP

Relationship: Director by deputization
Address: 712 FIFTH AVENUE, SUITE 17F, NEW YORK
Signature: MANTLE RIDGE LP, By: Mantle Ridge GP LLC, its general partner, PCH MR Advisor Holdings LLC, its managing member, /s/ Paul C. Hilal, Sole Member
Signature date: 15 Jul 2025

CIK 0001893902

MR Cobalt Advisor LLC

Relationship: Director by deputization
Address: 712 FIFTH AVENUE, SUITE 17F, NEW YORK
Signature: MR COBALT ADVISOR LLC, By: Mantle Ridge LP, its sole member, Mantle Ridge GP LLC, its general partner, PCH MR Advisor Holdings LLC, its managing member, /s/ Paul C. Hilal, Sole Member
Signature date: 15 Jul 2025

CIK 0001413084

Hilal Paul C

Relationship: Director
Address: 712 FIFTH AVENUE, SUITE 17F, NEW YORK
Signature: /s/ Paul C. Hilal
Signature date: 15 Jul 2025

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

DLTR transaction Derivative

Call Option on Share Forward Transactions

Exercise of in-the-money or at-the-money derivative security

Transaction value: $0
Shares: -900,360
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 11 Jul 2025
Ownership: See footnotes
Underlying class: Share Forward Transactions
Underlying amount: 900,360
Exercise price: $98.00
Footnotes: F1, F2, F3, F4, F5, F6, F7

DLTR transaction Derivative

Share Forward Transactions

Exercise of in-the-money or at-the-money derivative security

Transaction value: $88,235,280
Shares: +900,360
Change %
Price: $98.00
Shares after: 900,360
Date: 11 Jul 2025
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 900,360
Exercise price: $153.87
Footnotes: F1, F2, F3, F4, F10

DLTR transaction Derivative

Call Option on Share Forward Transactions

Exercise of in-the-money or at-the-money derivative security

Transaction value: $0
Shares: -636,151
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 11 Jul 2025
Ownership: See footnotes
Underlying class: Share Forward Transactions
Underlying amount: 636,151
Exercise price: $81.00
Footnotes: F1, F2, F3, F4, F5, F6, F7

DLTR transaction Derivative

Share Forward Transactions

Exercise of in-the-money or at-the-money derivative security

Transaction value: $51,528,231
Shares: +636,151
Change %
Price: $81.00
Shares after: 636,151
Date: 11 Jul 2025
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 636,151
Exercise price: $148.86
Footnotes: F1, F2, F3, F4, F11

DLTR transaction Derivative

Call Option on Cash Settled Share Forward Transactions

Exercise of in-the-money or at-the-money derivative security

Transaction value: $0
Shares: -2,501,339
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 11 Jul 2025
Ownership: See footnotes
Underlying class: Cash Settled Share Forward Transactions
Underlying amount: 2,501,339
Exercise price: $98.00
Footnotes: F1, F2, F3, F4, F8, F9

DLTR transaction Derivative

Cash Settled Share Forward Transactions

Exercise of in-the-money or at-the-money derivative security

Transaction value: $245,131,222
Shares: +2,501,339
Change %
Price: $98.00
Shares after: 2,501,339
Date: 11 Jul 2025
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 2,501,339
Exercise price: $153.87
Footnotes: F1, F2, F3, F4, F10

DLTR transaction Derivative

Call Option on Cash Settled Share Forward Transactions

Exercise of in-the-money or at-the-money derivative security

Transaction value: $0
Shares: -6,231,104
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 11 Jul 2025
Ownership: See footnotes
Underlying class: Cash Settled Share Forward Transactions
Underlying amount: 6,231,104
Exercise price: $81.00
Footnotes: F1, F2, F3, F4, F8, F9

DLTR transaction Derivative

Cash Settled Share Forward Transactions

Exercise of in-the-money or at-the-money derivative security

Transaction value: $504,719,424
Shares: +6,231,104
Change %
Price: $81.00
Shares after: 6,231,104
Date: 11 Jul 2025
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 6,231,104
Exercise price: $148.86
Footnotes: F1, F2, F3, F4, F11

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 11 footnotes

Footnote F1

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.

Footnote F2

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

Footnote F3

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.

Footnote F4

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.

Footnote F5

On July 11, 2025, each Mantle Ridge Fund exercised its American-style call option transactions exercisable into share forward transactions that may be cash or physically settled (the "PSF-Option Agreements") with an unaffiliated third-party financial institution (the "Option Counterparty") pursuant to which, upon paying the strike price of such PSF-Option Agreements, each Mantle Ridge Fund and the Option Counterparty were deemed to enter into such share forward transactions (each, a "Deemed PSF Agreement") collectively referencing an aggregate number of shares of Common Stock equal to the number of shares underlying the options exercised.

Footnote F6

[continued from FN(5)] Under the terms of the Deemed PSF Agreements, at maturity, subject to certain conditions, the Mantle Ridge Funds will purchase each share of Common Stock underlying its Deemed PSF Agreements at the agreed-upon forward price plus a financing charge, unless the conditions to physical settlement are not satisfied or the Mantle Ridge Funds elect cash settlement, in which case cash settlement will apply and the relevant Mantle Ridge Fund will pay to the Option Counterparty any decrease in, and receive from the Option Counterparty any increase in, the market price of the referenced number of shares of Common Stock during a period determined in accordance with the Deemed PSF Agreement around each valuation date (including if the relevant Mantle Ridge Fund elects to early terminate such Deemed PSF Agreement) compared with the agreed-upon forward price (plus a financing charge), as adjusted to account for any cash dividends or distributions declared by the Issuer.

Footnote F7

[continued from FN(6)] The relevant Mantle Ridge Fund may elect to terminate the Deemed PSF Agreement early, in which case the valuation date will occur on such early termination date.

Footnote F8

On July 11, 2025, each Mantle Ridge Fund exercised its American-style call option transactions exercisable into cash-settled share forward transactions (the "CSF-Option Agreements") with the Option Counterparty pursuant to which, upon paying the strike price of such CSF-Option Agreements, each Mantle Ridge Fund and the Option Counterparty were deemed to enter into such share forward transactions (each, a "Deemed CSF Agreement") collectively referencing an aggregate number of shares of Common Stock equal to the shares underlying the number of options exercised.

Footnote F9

[continued from FN(8)] Under the terms of the Deemed CSF Agreements, at maturity or upon early termination, the Mantle Ridge Funds will pay to the Option Counterparty any decrease in, and receive from the Option Counterparty any increase in, the market price of the referenced number of shares of Common Stock during a period determined in accordance with the Deemed CSF Agreement around each valuation date compared with the agreed-upon forward price (plus a financing charge), as adjusted to account for any cash dividends or distributions declared by the Issuer. The relevant Mantle Ridge Fund may elect to terminate the Deemed CSF Agreement early, in which case the valuation date will occur on such early termination date.

Footnote F10

The forward price for the relevant Deemed PSF Agreements or Deemed CSF Agreements, as applicable, is $153.87 (subject to certain adjustments in accordance with the Deemed PSF Forwards or the Deemed CSF Agreements, as applicable), which forward price is rounded to the nearest hundredth and represents the strike price plus a previously paid premium under the relevant PSF-Option Agreement or CSF-Option Agreements, as applicable.

Footnote F11

The forward price for the relevant Deemed PSF Agreements or Deemed CSF Agreements, as applicable, is $148.86 (subject to certain adjustments in accordance with the Deemed PSF Agreements or the Deemed CSF Agreements, as applicable), which forward price is rounded to the nearest hundredth and represents the strike price plus a previously paid premium under the relevant PSF-Option Agreement or CSF-Option Agreements, as applicable.

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