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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Preliminary Proxy Statement

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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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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 2025 virtual annual meeting of shareholders, which will be held online via webcast on Thursday, June 19th, at 9 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. 2024 was a pivotal year in Dollar Tree’s multi-year transformation journey, and while this report focuses on 2024, we will also highlight some key developments in early 2025 that represent important milestones for the Company.

Leadership Evolution

In 2024, I was honored to have been selected by the Board of Directors to serve as Chairman, following the departure of Rick Dreiling. At the same time, the Board appointed Michael C. Creedon Jr. Chief Executive Officer, and in 2025, Mike also joined the Board of Directors. Securing our future top management underscores the Board’s commitment to positioning Dollar Tree for long-term success. Mike’s operational expertise and deep understanding of the business, coupled with his strategic vision and collaborative leadership, will help guide Dollar Tree to growth and success. We have now also added proven executive Stewart Glendinning, who has a strong track record of driving financial excellence, as our CFO. Under the leadership of the Board of Directors, I am fully confident that Mike and his team will continue to drive forward on our multi-year transformation journey with a focus on delivering value to our customers and shareholders.

Strengthening Our Board Expertise

Our Board of Directors remains dedicated to ensuring strong corporate governance, aligned with our business strategy to ensure the long-term success of our company and to unlock shareholder value. In addition to Mike’s election to the Board of Directors, we elected two new directors—William (Bill) W. Douglas III and Timothy (Tim) Johnson—retaining a large supermajority of independent directors. Our Board of Directors and management team remain committed to staying nimble as we navigate today’s evolving landscape. With this year’s nominations presented in the proxy statement that follows, we have continued our commitment to enhance and refresh regularly our skills, experience and perspective as a Board of Directors.

Strategic Review of Family Dollar

In June 2024, we announced a formal review of strategic alternatives for our Family Dollar business. This comprehensive review was a critical step in evaluating how best to unlock value for our shareholders while positioning Dollar Tree for future success. The strategic review culminated in March 2025 with the announcement of a definitive agreement to divest the Family Dollar business to Brigade Capital Management, LP and Macellum Capital Management, LLC. As Mike Creedon said in announcing the deal, this is a major milestone in our multi-year transformation. We will continue to grow and optimize the Dollar Tree business.

Optimizing the Dollar Tree Store Network and Customer Experience

We continued to strengthen our store footprint and enhance our customer offering last year. In May 2024, the Company announced that we had acquired designation rights for 170 leases of 99 Cents Only Stores across Arizona, California, Nevada, and Texas. This acquisition provides access to high-quality retail locations in priority markets as we seek to grow the Dollar Tree brand across the western United States. Additionally, Dollar Tree’s multi-price initiative continues to build momentum with an expanded product assortment. Improvements in store standards and operational efficiencies are creating the foundation for sustainable growth and value creation. In 2024, customers continued to turn to Dollar Tree to find value and convenience.

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

Sincerely,

Edward J. Kelly, III

Chairman of the Board

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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/DLTR2025. 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 17, 2025 will receive notice of and be allowed to vote at the annual meeting. See “Information About the Annual Meeting and Voting” beginning on page 74 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 6, 2025. 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

iii 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 6, 2025.

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 6, 2025

IMPORTANT NOTICE ABOUT THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 19, 2025

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

February 1, 2025 are available at

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

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