Dollar Tree Announces Secondary Block Trade by Selling Stockholders and Share Buyback

CHESAPEAKE, Va.--(BUSINESS WIRE)--Dollar Tree, Inc. (NASDAQ: DLTR) (the “Company” or “Dollar Tree”) today announced that certain funds affiliated with Mantle Ridge LP (“Mantle Ridge”) and a selling stockholder that is counterparty to derivative agreements with affiliates of Mantle Ridge (collectively, the “Selling Stockholders”) have launched a secondary block trade (the “block trade”) to sell 12,820,400 shares of the Company’s common stock (the “common stock”) to J.P. Morgan and Goldman Sachs & Co. LLC (collectively, the “broker-dealers”). Mantle Ridge’s sale was made pursuant to Rule 144 under the Securities Act of 1933, as amended. The Company is not selling any shares in the block trade and will not receive any direct proceeds from the sale by the Selling Stockholders.

Subject to the completion of the block trade, the Company will repurchase from Goldman Sachs & Co. LLC $500 million of common stock at a per share price equal to the price per share payable by the broker-dealers in the block trade. The Company expects to fund the share repurchase from cash on hand.

The Company’s decision to repurchase its shares is consistent with management's stated intent regarding potential uses of cash flow. The repurchase is pursuant to and will count toward the Company’s existing $2.5 billion share repurchase authorization announced on July 9, 2025. Michael C. Creedon, Jr., Chief Executive Officer, stated “This share repurchase reflects our commitment to disciplined capital allocation and our confidence in the long-term outlook for Dollar Tree. Our priority remains investing in initiatives that drive sustainable growth across the business, while maintaining a strong balance sheet and thoughtfully returning excess capital to shareholders.”

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Dollar Tree, Inc.

Dollar Tree, Inc. (NASDAQ: DLTR), 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.

Forward-Looking Statements

This press release includes certain statements which contain "forward-looking statements" within the meaning of the federal securities laws, which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "intends," "plans," "estimates" or "anticipates" or similar expressions that concern our strategy, plans or intentions. Forward-looking statements are based on the Company's current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from our expectations are disclosed in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2026, our Quarterly Reports on Form 10-Q filed with the SEC and other filings made with the SEC.