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Dollar Tree (NASDAQ: DLTR) renews $2.5B share repurchase authorization

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Dollar Tree, Inc. announced that its Board of Directors has approved a replenished share repurchase authorization totaling $2.5 billion. This new authorization restores the limit previously set in July 2025 and includes any remaining capacity from the prior program.

The company recently repurchased $500 million of common stock in June 2026 through a block trade involving selling stockholders, including certain funds affiliated with Mantle Ridge LP. After that transaction, approximately $700 million remained under the prior $2.5 billion authorization, which is now reset to $2.5 billion in total.

The authorization allows Dollar Tree to buy back shares from time to time in the open market, via privately negotiated transactions, block trades, or Rule 10b5-1 trading plans, subject to market and other conditions. The authorization has no expiration date. Management characterizes this move as part of disciplined capital allocation and a commitment to returning excess capital to shareholders while supporting long-term growth initiatives.

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Insights

Dollar Tree renews a sizable $2.5B buyback, signaling ongoing capital return plans.

Dollar Tree has reset its share repurchase capacity to an aggregate $2.5 billion, matching the prior limit approved in July 2025. This follows a $500 million repurchase in June 2026 via a block trade with selling stockholders, leaving roughly $700 million under the old program before this reauthorization.

The authorization allows repurchases through open-market purchases, privately negotiated deals, Rule 10b5-1 trading plans, and block trades, with timing and volume subject to market and other conditions. There is no expiration date, so actual activity will depend on future cash generation, valuation, and strategic investment needs.

Management frames the move as consistent with "disciplined capital allocation" and confidence in Dollar Tree’s long-term growth. Investors can look to future quarterly reports and cash flow disclosures for detail on how quickly the company uses the renewed $2.5 billion capacity relative to ongoing investment in its more than 9,300 stores and other strategic priorities.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Share repurchase authorization $2.5 billion Aggregate buyback capacity approved by the Board
Recent repurchase $500 million Common stock repurchased in June 2026 block trade
Remaining under prior program $700 million Capacity left after June 2026 repurchase under old $2.5B plan
Employees approximately 150,000 associates Company workforce size
Store count more than 9,300 stores Operating footprint across U.S. and Canada
Distribution centers 19 distribution centers Logistics network across 48 states and seven Canadian provinces
share repurchase authorization financial
"approved a share repurchase authorization in an aggregate amount of $2.5 billion"
A share repurchase authorization is a company's official approval to buy back its own shares from the market. This signals that the company believes its stock is a good investment and can help increase the value of remaining shares by reducing how many are available. For investors, it often suggests confidence from the company and can influence the stock’s price.
Rule 10b5-1 trading plans regulatory
"through privately negotiated transactions, Rule 10b5-1 trading plans, block trades or otherwise"
Rule 10b5-1 trading plans are written, pre-arranged instructions that allow company insiders (such as executives or directors) to automatically buy or sell their company's stock at specified times or under set conditions, like a standing instruction or automated thermostat for trades. They matter to investors because these plans provide a legal defense against insider‑trading accusations and create predictable insider trading patterns that can help signal whether sales are routine portfolio management or potentially meaningful to the company’s outlook.
block trade financial
"repurchased $500 million of its common stock in June 2026 as part of a block trade"
A block trade is a large, privately arranged sale or purchase of a company's shares or bonds between big investors, often negotiated to avoid upsetting the public market price. Think of it like selling a truckload of goods directly to one buyer instead of unloading it on a busy street — it moves a lot of supply at once and can signal shifting demand, affect immediate liquidity, and influence short-term stock prices.
forward-looking statements regulatory
"This press release contains "forward-looking statements" as that term is used"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Mantle Ridge LP financial
"selling stockholders including certain funds affiliated with Mantle Ridge LP"
disciplined capital allocation financial
"reinforces our commitment to disciplined capital allocation and reflects our confidence"
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Learn about SEC filing dates
0000935703false00009357032026-07-012026-07-01


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): July 1, 2026
dollartreeicon.gif
DOLLAR TREE, INC.
(Exact name of registrant as specified in its charter)

Virginia0-2546426-2018846
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
500 Volvo Parkway
Chesapeake, Virginia23320
(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 classTrading symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareDLTRNASDAQ 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. ☐



Item 8.01. Other Events.

On July 1, 2026, the Board of Directors of Dollar Tree, Inc. approved a share repurchase authorization in an aggregate amount of $2.5 billion. The Board’s authorization permits the Company to repurchase shares of its common stock from time to time in the open market or through privately negotiated transactions, Rule 10b5-1 trading plans, block trades or otherwise, subject to market and other conditions, up to the aggregate amount authorized by the Board.

A copy of the press release announcing the increased authorization is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No. Description of Exhibit
99.1
Press release, dated July 2, 2026, issued by Dollar Tree, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



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: July 2, 2026By:  /s/ John S. Mitchell, Jr.
 John S. Mitchell, Jr.
 Chief Legal Officer



Exhibit 99.1
image_0a.jpg
Dollar Tree, Inc. Announces
$2.5 Billion Share Repurchase Authorization

CHESAPEAKE, Va. – July 2, 2026 – Dollar Tree, Inc. (NASDAQ: DLTR) (the “Company”) today announced that its Board of Directors has replenished the Company’s share repurchase authorization to an aggregate amount of $2.5 billion, consistent with the authorization limit previously approved by the Board in July 2025. This new reauthorization includes any amounts remaining under the Company’s pre-existing program.

As recently announced, the Company repurchased $500 million of its common stock in June 2026 as part of a block trade involving selling stockholders including certain funds affiliated with Mantle Ridge LP. Following that transaction, the Company had approximately $700 million remaining under its existing $2.5 billion authorization.

"The replenishment of our share repurchase authorization reinforces our commitment to disciplined capital allocation and reflects our confidence in Dollar Tree's long-term growth," said Michel C. Creedon, Jr., Chief Executive Officer. "We remain focused on investing in strategic initiatives that support sustainable growth, maintaining financial strength and flexibility, and returning excess capital to shareholders over time.”

The Board’s authorization permits the Company to repurchase shares of its common stock from time to time in the open market or through privately negotiated transactions, subject to market and other conditions, up to the aggregate amount authorized by the Board. The Board’s authorization has no expiration date.

About Dollar Tree, Inc.

Dollar Tree, Inc., headquartered in Chesapeake, VA, is one of North America’s largest and most loved value retailers, known for delivering great value, convenience, and a “thrill-of-the-hunt” discovery shopping experience. With a team of approximately 150,000 associates, Dollar Tree operates more than 9,300 stores and 19 distribution centers across 48 contiguous states and seven Canadian provinces under the brands Dollar Tree and Dollar Tree Canada. The Company is committed to being a responsible steward of its business – supporting its people, serving its communities, and creating lasting value. To learn more about the Company, visit www.DollarTree.com.

A WARNING ABOUT FORWARD-LOOKING STATEMENTS: This press release contains "forward-looking statements" as that term is used in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they address future events, developments or results and do not relate strictly to historical facts. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements include, without limitation, statements preceded by, followed by or including words such as: “believe”, “anticipate”, “expect”, “intend”, “plan”, “view”, “target” or “estimate”, “may”, “will”, “should”, “predict”, “possible”, “potential”, “continue”, “strategy”, and similar expressions. For example, our forward-looking statements include statements regarding our plans and expectations concerning share repurchases, capital allocation, strategic and other growth initiatives, cash flow and other objectives and expectations. These statements are subject to risks and uncertainties. For a discussion of the risks, uncertainties and assumptions that could affect our future events, developments or results, you should carefully review the “Risk Factors,” “Business” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” sections in our Annual Report on Form 10-K filed March 16, 2026, our Quarterly Report on Form 10-Q for the most recently ended fiscal quarter, and other filings we make from time to time with the Securities and Exchange Commission. We are not obligated to release publicly any revisions to any forward-looking statements contained in this press release to reflect events or circumstances occurring after the date of this report and you should not expect us to do so.





CONTACT:
Dollar Tree, Inc.
Daniel Delrosario
Senior Vice President, Investor Relations and Treasurer
Investorinfo@dollartree.com
www.DollarTree.com

FAQ

What share repurchase action did Dollar Tree (DLTR) announce?

Dollar Tree’s board replenished the company’s share repurchase authorization to an aggregate $2.5 billion. This restores the prior authorization level and includes any remaining capacity from the pre-existing program, giving the company flexibility to continue buying back its common stock over time.

How large is Dollar Tree’s current share repurchase authorization?

Dollar Tree now has a total share repurchase authorization of $2.5 billion. The board’s reauthorization resets the limit to the same level approved in July 2025 and incorporates amounts that were still available under the company’s earlier buyback program.

What recent share repurchases has Dollar Tree completed under its program?

In June 2026, Dollar Tree repurchased $500 million of its common stock as part of a block trade. Selling stockholders in that transaction included certain funds affiliated with Mantle Ridge LP, reducing the remaining capacity under the prior $2.5 billion authorization before it was replenished.

What repurchase methods are allowed under Dollar Tree’s authorization?

Dollar Tree may repurchase shares in the open market, through privately negotiated transactions, block trades, or under Rule 10b5-1 trading plans. All buybacks will be subject to market and other conditions, providing flexibility in how and when the company executes repurchases.

Does Dollar Tree’s $2.5 billion share repurchase authorization have an expiration date?

The company states that the board’s share repurchase authorization has no expiration date. This means Dollar Tree can conduct repurchases over an extended period, using the $2.5 billion capacity as it deems appropriate in light of market conditions and strategic priorities.

How does Dollar Tree describe the purpose of its renewed buyback authorization?

Dollar Tree’s CEO says replenishing the buyback supports "disciplined capital allocation" and reflects confidence in the company’s long-term growth. The company highlights a focus on strategic growth initiatives, maintaining financial strength and flexibility, and returning excess capital to shareholders over time.

Filing Exhibits & Attachments

4 documents