Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On June 28, 2022, Dollar Tree, Inc. (the "Company") announced a number of executive transitions to meet the evolving needs of its business following a strategic review by Michael A. Witynski, President and Chief Executive Officer of the Company, and Richard W. Dreiling, Executive Chair. These executive transitions include the following:

· Kevin S. Wampler will continue in his current role as Chief Financial Officer


  until a successor begins serving, and will continue with the Company following
  such transition date until April 30, 2023, during which time he will provide
  such transition or other duties as requested by the Company. Mr. Wampler's
  transition is not due to any disagreement with the Company on any matter
  relating to the Company's financial reporting, policies or practices. The
  Company is currently recruiting for a replacement for Mr. Wampler.

· In addition, four executive officers ceased employment with the Company on

June 27, 2022: William A. Old, Jr., Chief Legal Officer and Corporate
  Secretary; Thomas R. O'Boyle, Enterprise Chief Operating Officer; David A.
  Jacobs, Chief Strategy Officer; and James A. (Andy) Paisley, Chief Information
  Officer. The four departing executives will each receive a severance of
  continued base salary for twenty-four (24) months and certain other benefits in
  accordance with the terms of their existing executive agreements. Long-term
  incentive awards will be governed by the terms of the existing plans and award
  agreements. The Company has named interim leaders who will assume the
  responsibilities of these positions until replacements are recruited, including
  Mr. Witynski who will serve as interim chief operating officer of the Company.

Item 7.01. Regulation FD Disclosure.

On June 28, 2022, the Company issued a press release announcing the foregoing executive transitions. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this item, including that incorporated by reference, is being furnished to the Securities and Exchange Commission. Such information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.






(d)  Exhibits.



   99.1     Press Release, dated June 28, 2022, issued by Dollar Tree, Inc.
 104      The cover page from this Current Report on Form 8-K, formatted in Inline
          XBRL.

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