DOLLAR TREE INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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DOLLAR TREE, INC.

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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LETTER TO OUR SHAREHOLDERS

Dear Fellow Shareholders,

You are cordially invited to join us for our 2024 virtual annual meeting of shareholders, which will be held online via webcast on Thursday, June 20, 2024, at 9:00 a.m. Eastern Time. The Notice of Annual Meeting of Shareholders and the Proxy Statement that follow describe the business to be conducted at the meeting. 2023 was a monumental year for Dollar Tree. While we have shared our progress with shareholders along the way, it is appropriate that we take a moment to highlight the work that has been accomplished by our Board and management team during this past year.

Board Oversight of Transformational Change

Starting in 2022 our Board has undergone a period of Board refreshment resulting in the addition of eight new directors with the unique skills and experience needed to transform the Dollar Tree business. One of the first activities of the Board was to identify and hire a new executive management team with the skills needed to drive change. The transition to the new executive leadership team was successfully completed in 2023. Under the leadership of the Chairman and Chief Executive Officer, our new management team is aligned with the Board’s objectives and focused on making improvements in our operations, our stores and the products offered to our customers.

Store Portfolio Optimization

Our stores serve communities across the United States and Canada providing the products that our customers need and want. To ensure that we are operating stores that meet our expectations and the expectations of our customers, we undertook a store portfolio optimization review in 2023. As part of that review, our Board and management team took a hard look at the performance of our stores under the Dollar Tree and Family Dollar brands and announced plans to close 970 underperforming Family Dollar stores and 30 underperforming Dollar Tree stores. We believe that this store portfolio optimization will better position the Company to move forward with stores that align with our brand and business expectations.

Robust Shareholder Engagement

Our Board is constantly focused on actions that are aligned with the best interests of our shareholders. The interests of shareholders are represented on our Board through the Lead Independent Director, the Vice Chairman (who is also an independent director and major shareholder), and overall by the ten out of eleven independent directors that make up our Board. In addition to the shareholder representation on our Board, our Board actively engages in collecting feedback from our shareholders. In 2023 we met with shareholders representing more than 48% of our outstanding shares to discuss subjects ranging from incentive compensation to environmental and social programs. A detailed description of the shareholder feedback received in 2023 and the Board’s response is included on page 32 of the Proxy Statement.

Finally, we want to thank all of you for your support and confidence in the Board. Whether or not you plan to attend the virtual annual meeting, your vote is important, and we encourage you to vote your shares.

Sincerely,

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Our Shareholders:

You are invited to attend the annual meeting of shareholders of Dollar Tree, Inc. which will be held as follows:

Annual Meeting Information

Proposals That Require Your Vote

Voting and Participation

The annual meeting will be held exclusively online via a live interactive webcast. Shareholders will be able to listen, vote and submit questions from any location using any internet-connected device. You may submit questions in advance of the meeting atwww.proxyvote.com after logging in with your control number. Questions may also be submitted during the annual meeting throughwww.virtualshareholdermeeting.com/DLTR2024. To be admitted to the annual meeting, you must enter the control number found on your proxy card, voting instruction form or notice.

Shareholders of record at the close of business on April 12, 2024 will receive notice of and be allowed to vote at the annual meeting. See “Information About the Annual Meeting and Voting” beginning on page 76 for the various ways available for submitting your vote.

We are making the Proxy Statement and the form of proxy first available to shareholders on or about May 7, 2024. We have elected to distribute our proxy materials primarily over the Internet rather than mailing paper copies of those materials to each shareholder. We believe this will increase

ii shareholder value by decreasing our printing and distribution costs, reducing the potential for environmental impact by conserving natural resources, and allowing for convenient access to and delivery of materials in an easily searchable format. If you would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials that is being mailed to our shareholders on or about May 7, 2024.

Your vote is important to us. To ensure the presence of a quorum at the annual meeting, we encourage you to read the proxy statement and then vote your shares promptly by Internet, by phone or by signing, dating and returning your proxy card (if you request a paper copy). Sending in your proxy card will not prevent you from voting your shares at the annual meeting, as your proxy is revocable at your option.

By Order of the Board of Directors

Jonathan B. Leiken

Corporate Secretary

Chesapeake, Virginia

May 7, 2024

IMPORTANT NOTICE ABOUT THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 20, 2024

The Company’s proxy statement and annual report to shareholders for the fiscal year ended

February 3, 2024 are available at

https://corporate.dollartree.com/investors/financial-information/annual-reports-proxies.

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