0001104659-26-077544.txt : 20260625 0001104659-26-077544.hdr.sgml : 20260625 20260625080009 ACCESSION NUMBER: 0001104659-26-077544 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20260625 DATE AS OF CHANGE: 20260625 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOLLAR TREE, INC. CENTRAL INDEX KEY: 0000935703 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] ORGANIZATION NAME: 07 Trade & Services EIN: 541387365 STATE OF INCORPORATION: VA FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50167 FILM NUMBER: 261117734 BUSINESS ADDRESS: STREET 1: 500 VOLVO PARKWAY STREET 2: N/A CITY: CHESAPEAKE STATE: VA ZIP: 23320 BUSINESS PHONE: (757) 321-5000 MAIL ADDRESS: STREET 1: 500 VOLVO PARKWAY CITY: CHESAPEAKE STATE: VA ZIP: 23320 FORMER COMPANY: FORMER CONFORMED NAME: DOLLAR TREE INC DATE OF NAME CHANGE: 20080328 FORMER COMPANY: FORMER CONFORMED NAME: DOLLAR TREE STORES INC DATE OF NAME CHANGE: 19950117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mantle Ridge LP CENTRAL INDEX KEY: 0001695459 ORGANIZATION NAME: EIN: 813048123 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE, SUITE 17F CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 646-762-8540 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE, SUITE 17F CITY: NEW YORK STATE: NY ZIP: 10019 SCHEDULE 13D/A 1 primary_doc.xml X0202 SCHEDULE 13D/A 0001193125-21-328252 0001695459 XXXXXXXX LIVE 6 Common Stock, par value $0.01 per share 06/24/2026 false 0000935703 256746108 Dollar Tree, Inc.
500 Volvo Parkway Chesapeake VA 23320
Paul C. Hilal 646-762-8540 Mantle Ridge LP 712 Fifth Avenue, Suite 17F New York City NY 10006 Clayton I. Simmons 212-225-2000 Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York City NY 10006 0001695459 N Mantle Ridge LP OO N DE 0.00 209944.00 0.00 209944.00 209944.00 N 0.1 PN * All percentage calculations set forth herein are based upon the aggregate of 192,174,588 shares of Common Stock outstanding as of May 26, 2026, as reported in Dollar Tree, Inc.'s Form 10-Q filed with the U.S. Securities and Exchange Commission (the "SEC") on May 28, 2026. 0001893902 N MR Cobalt Advisor LLC OO N DE 0.00 209944.00 0.00 209944.00 209944.00 N 0.1 IA *All percentage calculations set forth herein are based upon the aggregate of 192,174,588 shares of Common Stock outstanding as of May 26, 2026, as reported in Dollar Tree, Inc.'s Form 10-Q filed with the SEC on May 28, 2026. 0001413084 N Paul C. Hilal OO N X1 100.00 209944.00 100.00 209944.00 210044.00 N 0.1 IN *All percentage calculations set forth herein are based upon the aggregate of 192,174,588 shares of Common Stock outstanding as of May 26, 2026, as reported in Dollar Tree, Inc.'s Form 10-Q filed with the SEC on May 28, 2026. Common Stock, par value $0.01 per share Dollar Tree, Inc. 500 Volvo Parkway Chesapeake VA 23320 This Amendment No. 6 (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons with the SEC on November 12, 2021 (as amended and supplemented by that certain Amendment No. 1 filed by the Reporting Persons with the SEC on December 10, 2021, by that certain Amendment No. 2 filed by the Reporting Persons with the SEC on January 18, 2022, by that certain Amendment No. 3 filed by the Reporting Persons with the SEC on March 8, 2022, by that certain Amendment No. 4 filed by the Reporting Persons with the SEC on December 21, 2023, and by that certain Amendment No. 5 filed by the Reporting Persons with the SEC on July 15, 2025, the "Initial 13D"), relating to their beneficial ownership in the Issuer. Except to the extent set forth in this Amendment, all information disclosed in the Initial 13D remains unchanged. Capitalized terms not defined in this Amendment shall have the respective meanings ascribed to them in the Initial 13D. The information set forth in response to each separate item below shall be deemed to be a response to all Items where such information is relevant. The Initial 13D is hereby amended as follows: ITEM 1. SECURITY AND ISSUER Item 1 is hereby amended and restated to read in its entirety as follows: This statement on Schedule 13D ("Schedule 13D") relates to the common stock, par value $0.01 per share (the "Common Stock"), of Dollar Tree, Inc., a Virginia corporation (the "Issuer"). The principal executive offices of the Issuer are located at 500 Volvo Parkway, Chesapeake, Virginia 23320. On June 24, 2026, certain of the Mantle Ridge Funds took the actions described in Item 4 below. After giving effect to the transactions contemplated thereby, (a) Mantle Ridge, MR Cobalt Advisor and Mr. Hilal each beneficially owns an aggregate 209,944 shares of Common Stock, and Mr. Hilal beneficially owns an aggregate 210,944 shares of Common Stock, in each case representing approximately 0.1% of the outstanding shares of Common Stock as of May 26, 2026, and (b) Mantle Ridge and MR Cobalt Advisor each retain a total economic exposure to an aggregate 209,944 shares of Common Stock, and Mr. Hilal retains a total economic exposure to 210,944 shares of Common Stock, in each case representing approximately 0.1% of the outstanding shares of Common Stock as of May 26, 2026, in the case of each of (a) and (b) based on the disclosure set forth in the Issuer's Form 10-Q filed with the SEC on May 28, 2026. Item 4 is hereby amended and supplemented by the addition of the following: On June 24, 2026, based on elections made by the limited partners of the Mantle Ridge Funds, Mantle Ridge distributed in kind 10,476,108 shares of Common Stock to those of the Mantle Ridge limited partners of the Mantle Ridge Funds who elected to receive shares of Common Stock, of which 209,944 shares of Common Stock remain controlled by the general partner of the Mantle Ridge Funds. A portion of such shares of Common Stock comprised 602,170 shares of Common Stock obtained through the physical settlement, on June 24, 2026, by certain of the Mantle Ridge Funds of a portion of their Deemed PSF Agreements. Additionally, to facilitate the preference of those limited partners seeking cash, certain of the Mantle Ridge Funds sold, pursuant to Rule 144 under the Securities Act of 1933, as amended, an aggregate 2,230,455 shares of Common Stock at a price per share of $111.31. Substantially concurrently with the foregoing, the Mantle Ridge Funds terminated all of their remaining Deemed PSF Agreements, covering 934,341 shares of Common Stock, and their remaining Deemed CSF Agreements, covering 9,655,604 shares of Common Stock, in each case using a reference price per share of $111.31. Following the transactions described above, Paul Hilal will continue serving on the board of directors of the Issuer. Those shares that remain under his voting or dispositive control will remain subject to the disclosure, reporting, and other obligations of the securities laws. (a) Item 5(a) is hereby amended and supplemented by the addition of the following: Information about the number and percentage of shares of Common Stock beneficially owned by the Reporting Persons is set forth in Item 1, and that information is incorporated by reference herein. (b) Item 5(b) is hereby amended and supplemented by the addition of the following: Information about the number and percentage of shares of Common Stock beneficially owned by the Reporting Persons is set forth in Item 1, and that information is incorporated by reference herein. (c) Item 5(c) is hereby amended and supplemented by the addition of the following: (c) The transactions contemplated by the agreements described in Item 4 above are the only transactions in shares of Common Stock effected in the 60 days prior to the date of this Amendment. (e) After giving effect to the transactions contemplated by the agreements described in Item 4 above, the Reporting Persons ceased to be beneficial owners of more than 5% of the Issuer's outstanding shares of Common Stock. Exhibit 99.1* Joint Filing Agreement among Mantle Ridge LP, MR Cobalt Advisor LLC and Paul C. Hilal. Exhibit 99.2* Trading Data. Exhibit 99.3* Form of Cash or Physically Settled Forward Purchase Contract. Exhibit 99.4* Form of Option into Cash Settled Forward Contract. Exhibit 99.5* Form of Option into Cash and Physically Settled Forward Contract. Exhibit 99.6* Form of First Amended and Restated Exempted Limited Partnership Agreement. Exhibit 99.7* Form of Side Letter. Exhibit 99.8* Participant Information. Exhibit 99.9* Stewardship Framework Agreement between MR Cobalt Advisor LLC and the Issuer, dated March 8, 2022. Exhibit 99.10* Trading Data. Exhibit 99.11* Trading Data. Exhibit 99.12 Trading Data. * Previously filed. Mantle Ridge LP By: Mantle Ridge GP LLC, its general partner By: PCH MR Advisor Holdings LLC, its managing member /s/ Paul C. Hilal Paul C. Hilal, Sole Member 06/25/2026 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 Paul C. Hilal, Sole Member 06/25/2026 Paul C. Hilal /s/ Paul C. Hilal Paul C. Hilal 06/25/2026 EX-99.12 2 tm2618973d1_ex99-12.htm EXHIBIT 99.12

 

Exhibit 99.12

 

TRADING DATA

 

Entity Date Buy/ Sell/ Exercise/ Distribution No. of Shares Price/ Premium per Share Strike Price Expiration Date Security
MR Cobalt Offshore Fund AB LLC 6/24/2026 Sell 1,856,648 $111.31 N/A N/A Common stock
MR Cobalt Offshore Fund AB LLC 6/24/2026 Sell 900,360 $111.31 N/A 7/14/2028 Deemed PSF Agreements
MR Cobalt Offshore Fund AB LLC 6/24/2026 Distribute 2,545,590 $111.31 N/A N/A Common stock
MR Cobalt Offshore Fund CB 01 LTD 6/24/2026 Sell 372,176 $111.31 N/A N/A Common stock
MR Cobalt Offshore Fund CB 01 LTD 6/24/2026 Distribute 10,639 $111.31 N/A N/A Common stock
MR Cobalt Offshore Fund CB 02 LLC 6/24/2026 Sell 33,981 $111.31 N/A 7/14/2028 Deemed PSF Agreements
MR Cobalt Offshore Fund CB 02 LLC 6/24/2026 Convert 602,170 $111.31 N/A 7/14/2028 Deemed PSF Agreements
MR Cobalt Offshore Fund CB 02 LLC 6/24/2026 Distribute 7,182,648 $111.31 N/A N/A Common stock
MR Cobalt Offshore Fund CB 03 LTD 6/24/2026 Sell 1,631 $111.31 N/A N/A Common stock
MR Cobalt Offshore Fund CB 03 LTD 6/24/2026 Distribute 737,231 $111.31 N/A N/A Common stock