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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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 2026 virtual annual meeting of shareholders, which will be held online via webcast on Tuesday, June 16th, 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.

We reached a major milestone for Dollar Tree in 2025 by completing the sale of the Family Dollar business, shifting our attention fully to the Dollar Tree brand, and sharpening our strategic focus for the future. Reflecting on the last year, I’d like to highlight a few areas in advance of the meeting.

A New Era for Dollar Tree

During our Investor Day in October, we outlined our strategic priorities to drive profitable growth and long-term shareholder value by:

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Expanding and enhancing our product assortment, including continued progress on our multi-price initiative

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Driving disciplined cost management and operational efficiency

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Strengthening customer engagement through data-driven marketing

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Improving store standards, execution, and the overall customer experience

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Investing in supply chain and technology

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These actions position us to enhance margins, improve returns on invested capital, and drive sustainable long-term value, supported by a clear and consistent strategy that enables more than 150,000 associates to execute with discipline against shared priorities. As we look ahead to 2026, we remain focused on navigating a dynamic macro environment while reinforcing our value proposition to our customers.

The Strength of Our Board

As the Company adapts to meet the evolving needs of our customers, our Board of Directors has remained focused on strong corporate governance and effective oversight of our strategy. At this year’s annual meeting, Jeff Naylor, one of our longest tenured directors, will transition off the Board. Jeff has been a valuable contributor, serving as a director since 2018 and until recently as Chair of our Audit Committee. We have continued to refresh the Board, adding two new independent directors in 2025—William (Bill) W. Douglas III and Timothy (Tim) Johnson—and maintaining a strong mix of relevant experience aligned with our strategy. We regularly evaluate Board composition and effectiveness to ensure appropriate oversight of Dollar Tree’s strategy, risks, and opportunities.

Leadership Evolution

In 2025, we continued to strengthen the executive leadership team. During his first full year as Chief Executive Officer, Mike Creedon demonstrated strong operational expertise, deep knowledge of our business, and a clear strategic focus to advance our mission of delivering value, convenience, and discovery to customers across North America. We also appointed Stewart Glendinning as Chief Financial Officer in March 2025, following his tenure as Chief Transformation Officer during a critical juncture, reinforcing the importance of financial discipline and execution. We have strengthened leadership across key areas including supply chain, merchandising, and retail operations to align capabilities with our strategic priorities. Together, this leadership team is focused on executing our strategy and delivering long-term shareholder value.

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Shareholder Engagement

Our Board remains committed to decisions and actions aligned with the best interests of our shareholders, and our fall Investor Day provided an opportunity to share our strategy and engage directly with shareholders. To reinforce financial focus and maintain strong dialogue with shareholders and the broader investment community, we appointed Daniel Delrosario to lead investor relations and treasury.

Finally, I extend my sincere thanks for your continued support during a transformative and exciting period for the Company. Whether or not you plan to attend the virtual annual meeting, your vote is important, and we encourage you to participate.

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/DLTR2026. 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, 2026 will receive notice of and be allowed to vote at the annual meeting. See “Information About the Annual Meeting and Voting” beginning on page 69 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 1, 2026. We have elected to distribute our proxy materials primarily over the Internet rather

iii than mailing paper copies of those materials to each shareholder. We believe this will increase 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 1, 2026.

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

John S. Mitchell, Jr.

Corporate Secretary

Chesapeake, Virginia

May 1, 2026

IMPORTANT NOTICE ABOUT THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 16, 2026

The Company’s Proxy Statement and Annual Report to Shareholders for the fiscal year ended

January 31, 2026 are available at

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

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