[8-K] DOLLAR TREE, INC. Reports Material Event

Rhea-AI Filing Summary

Dollar Tree, Inc. reported that it has increased the size of its commercial paper program, which is a way for the company to borrow money for the short term. As of November 10, 2025, the program now permits the issuance of unsecured commercial paper notes in an aggregate principal amount of up to $2,500,000,000 outstanding at any one time through the maturity date of the company’s 364-day credit facility on March 20, 2026, or any later extended maturity date of that facility or a similar replacement arrangement. After that date, the maximum amount will be $1,500,000,000. Previously, the program limit was $1,500,000,000 at all times. The notes issued under this program are not registered under the Securities Act and can only be offered or sold under an applicable exemption.

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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): November 10, 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. ☐

Item 2.03. Creation of a Direct Financial Obligation of a Registrant.

The information included in Item 8.01 below is incorporated by reference into this Item 2.03.

Item 8.01. Other Events.

On November 10, 2025, Dollar Tree, Inc. (the “Company”) increased the size of its commercial paper program (the “Program”) to permit the issuance of short-term, unsecured commercial paper notes (the “Notes”) in an aggregate face or principal amount outstanding under the Program at any time not to exceed $2,500,000,000 (the “Maximum Amount”). The Maximum Amount under the Program is authorized by the Company through the maturity date of the Company’s 364-Day Facility on March 20, 2026 (or such later date to which the maturity of the 364-Day Facility, or a similar financing arrangement in replacement thereof, is extended), and will be $1,500,000,000 thereafter. Prior to this increase, the Program permitted the Company to issue Notes in an aggregate face or principal amount outstanding under the Program at any time not to exceed $1,500,000,000. The other terms and conditions of the Program remain as previously described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 7, 2023.

The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. The information contained in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any Notes.

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: November 17, 2025			By:			/s/ John S. Mitchell, Jr.
						John S. Mitchell, Jr.
						Chief Legal Officer

FAQ

What did Dollar Tree (DLTR) announce in this Form 8-K?

Dollar Tree increased the size of its commercial paper program, allowing it to have up to $2.5 billion in short-term unsecured notes outstanding at one time through the maturity of its 364-day credit facility.

How large is Dollar Trees commercial paper program now?

The program now permits Dollar Tree to issue unsecured commercial paper notes in an aggregate principal amount of up to $2,500,000,000 outstanding at any time until March 20, 2026, after which the limit will be $1,500,000,000.

What was Dollar Trees previous commercial paper capacity?

Before this change, Dollar Trees commercial paper program allowed issuance of notes up to an aggregate principal amount of $1,500,000,000 outstanding at any one time.

How long will Dollar Trees higher $2.5 billion limit be in effect?

The higher $2,500,000,000 limit is authorized through the maturity date of Dollar Trees 364-day facility on March 20, 2026, or any later date to which that facility, or a similar replacement arrangement, is extended.

Are Dollar Trees commercial paper notes registered under the Securities Act?

No. The notes issued under the program have not been and will not be registered under the Securities Act of 1933 or state securities laws and may only be offered or sold in the United States under an applicable exemption.

Does this 8-K mean Dollar Tree is offering securities to the public?

No. The company states that the information is neither an offer to sell nor a solicitation of an offer to buy any commercial paper notes.