Sec Form 4 Filing - McNeely Richard L @ DOLLAR TREE, INC. - 2023-03-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person McNeely Richard L 2. Issuer Name and Ticker or Trading Symbol DOLLAR TREE, INC. [ DLTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CMO - Dollar Tree (Last) (First) (Middle) 500 VOLVO PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2023 (Street) CHESAPEAKE, VA23320 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/07/2023( 1 ) A 7,817 A 47,331 ( 3 ) D Common Stock 03/07/2023( 4 ) A 11,652 A 58,983 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Repor ting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McNeely Richard L 500 VOLVO PARKWAY CHESAPEAKE, VA23320 CMO - Dollar Tree Signatures /s/ Derek R. Redmond, attorney-in-fact for Mr. McNeely 03/08/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Compensation Committee determined on 03/07/2023 the Company's achievement of its 2022 performance for the performance stock units granted on 04/01/2022, and the shares will vest in approximately three equal installments, beginning on the first anniversary of the award date, subject to continued employment. ( 2 )Convert without cost to shares of common stock on a one-for-one basis. ( 3 )The reported transaction involved the certification of the Company's performance for the award of 7,817 performance stock units. The reporting person has previously reported awards of restricted stock units in Table II of Form 4. The total reported in Column 5 includes the 7,817 unvested performance stock units reported herein, 27,635 restricted stock units previously reported in Table II, and 11,879 shares of common stock. ( 4 )The Compensation Committee determined on 03/07/2023 the the level of performance achieved for the performance-based RSU's awarded on 04/01/2020 pursuant to the Long-Term Performance Plan for fiscal years 2020, 2021 and 2022. The award will fully vest on 03/31/2023.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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