[8-K/A] DOLLAR TREE, INC. Amends Material Event Report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 9, 2025

DOLLAR TREE, INC.

(Exact name of registrant as specified in its charter)

Virginia			0-25464			26-2018846
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

500 Volvo Parkway
Chesapeake,			Virginia			23320
(Address of principal executive offices)						(Zip Code)

(757) 321-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			DLTR			NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Form 8-K/A (Amendment No. 1) amends Item 5.02 of the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 9, 2025 to report an update to the merchandising leadership succession plan in connection with Richard McNeely’s retirement as Chief Merchandising Officer of Dollar Tree, Inc. (the “Company”).

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In a Current Report on Form 8-K filed by the Company with the SEC on September 9, 2025, the Company reported that Richard McNeely intends to retire in April 2026 and that Brent Beebe has been named as Mr. McNeely’s successor to assume the Chief Merchandising Officer role in April 2026.

The Company is filing this Form 8-K/A (Amendment No. 1) to report an update that, as part of his transition to retirement in April 2026, Mr. McNeely will step down from his role as Chief Merchandising Officer of the Company at the end of the Company’s fiscal year 2025. Mr. Beebe will assume the Chief Merchandising Officer role on February 1, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			DOLLAR TREE, INC.
Date: January 30, 2026			By:			/s/ John S. Mitchell, Jr.
						John S. Mitchell, Jr.
						Chief Legal Officer