Mantle Ridge LP sold DLTR

Footnotes

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.; [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.; 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.; 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").; 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.; 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.