Dollar Tree (DLTR) 10-K risk factor changes: FY2024 vs FY2023

Our profitability is vulnerable to [added: cost pressures from] increases in merchandise, shipping, freight and fuel costs, wage and benefit and other operating costs.

Future increases in costs such as the cost of merchandise, wage and benefit costs, ocean shipping rates, domestic freight costs, fuel and energy costs, [added: tariffs,] duties and [removed: tariffs,] [added: other measures that create barriers to or increase the costs associated with international trade,] and store occupancy [removed: costs] [added: costs, whether due to inflation and economic conditions, geopolitical tensions, or otherwise,] would reduce our profitability.

[removed: We] [added: In addition, we have] experienced [removed: material] increases in wage rates and labor costs [removed: as well as in shipping rates, freight] and [removed: fuel] [added: distribution] costs in prior years, and we expect further increases in certain cost categories in fiscal [removed: 2024.][added: 2025.]

In addition to pressures from a tight labor market, we have incurred additional costs as a result of recent minimum wage increases by certain states and localities, and we expect additional minimum wage increases by states and localities in fiscal [removed: 2024.][added: 2025.]

[removed: Although we have increased our price points at our Dollar Tree stores,] [added: As a result,] our ability to adjust our product assortment, to operate more efficiently or to increase our comparable store net sales in order to offset cost increases is critical to maintaining our profitability levels.

[removed: Supply] [added: Further, supply] chain constraints and higher commodity costs could make it more difficult for us to obtain sufficient quantities of certain products and could negatively affect our product assortment and merchandise costs.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i32e43194fb3d427d895b330e34fe7502_43)”] [added: Operations](#i70f367b7f6ca43a6be3ff16767880371_46)”] for further discussion of the effect of economic factors on our operations.

- *Shipping disruptions.* We have experienced disruptions in the global supply chain, including issues with shipping [removed: capacity, port congestion] [added: capacity] and [removed: pandemic-related] port [removed: closings] [added: congestion,] and [removed: ship diversions.][added: could experience disruptions because of geopolitical tensions and other international events such as armed conflict, war, economic sanctions, piracy or acts of terrorism.]

[removed: Current tensions] [added: Tensions] in the Red Sea and traffic restrictions through the Panama Canal [removed: are causing] [added: caused] global supply chain disruptions [removed: that] [added: in recent years and may continue, which] could increase ocean shipping costs and transit times.

We may stop selling or recall certain products, including our private label [removed: brands,] [added: brands and imported products,] for safety-related or other issues, including product contamination, product content, improper manufacturing or distribution processes, improper testing, product mislabeling or product tampering.

The sale of private brand items [removed: is] [added: has been] an important component of our sales growth and gross profit rate enhancement plans.

[removed: The sale and expansion of these offerings also subjects us to or increases certain risks, such as: product] liability claims and product recalls; disruptions in raw material and finished product supply and distribution chains; supplier labor and human rights issues, and other risks generally encountered by entities that source, sell and market exclusive branded offerings for retail.

[removed: Inflation or] [added: Inflation,] other [removed: adverse change or downturn] [added: changes] in economic conditions [added: or consumer spending habits] could impact our sales or profitability.

Other factors that could result in or exacerbate adverse economic conditions include inflation, higher unemployment, [added: mortgage and interest rates,] consumer debt levels, trade disputes, as well as adverse climate or weather conditions, worsening or new epidemics, terrorism, or international tensions, including armed conflict and economic sanctions.

In fiscal [removed: 2023,] [added: 2024,] we continued to experience a material shift in consumer purchasing from higher-margin discretionary merchandise to lower-margin consumable [removed: goods.][added: goods, and we expect this trend could continue in 2025.]

Factors that could reduce our customers’ disposable income and over which we exercise no influence include inflation in food, housing, fuel or other energy costs, increased unemployment, increases in [added: mortgage and] interest rates, lack of available credit, higher tax rates and other changes in tax laws, increasing healthcare costs, and changes in government subsidies such as unemployment and food assistance programs, including the Supplemental Nutrition Assistance Program (“SNAP”).

Merchandise imported directly typically accounts for approximately [removed: 41% - 43%] [added: 40%] of our Dollar Tree segment’s total retail value purchases and approximately [removed: 15% - 17%] [added: 12%] of [removed: our] Family [removed: Dollar segment’s] [added: Dollar’s] total retail value purchases.

[removed: A disruption] [added: Any increase] in the [removed: flow] [added: cost] of our imported merchandise or [removed: an increase] [added: a disruption] in the [removed: cost] [added: flow] of those goods [removed: may] [added: for any reason could have an adverse impact on our operations and] significantly decrease our profits.

- [added: geopolitical tensions, international disputes or conflicts, military confrontation, blockade, war, economic sanctions, piracy, acts of terrorism or other factors affecting international shipping traffic;] changes in currency exchange rates or government policies and local economic conditions, including inflation (including energy prices and raw material costs) in the country of origin;

- potential changes to international trade agreements or the [removed: failure of the] United [removed: States to maintain normal] [added: States’] trade [added: policies or trade] relations with other [removed: countries;] [added: countries from which we source merchandise;] and

Among our foreign suppliers, China is the source of [removed: a vast] [added: the] majority of our direct imports.

The imposition of [removed: any new U.S.] [added: these or other additional] tariffs on [removed: Chinese imports] [added: imported merchandise] or [removed: the taking of] other actions against China [removed: in the future,] [added: or other countries from which we import goods,] and any [added: retaliatory actions or other] responses by [removed: China,] [added: such countries,] could impair our ability to meet customer demand and could result in lost [removed: sales or] [added: sales,] an increase in our cost of [removed: merchandise, which would have a material] [added: merchandise or other] adverse [removed: impact] [added: impacts] on our [removed: business and results of operations.][added: operations, unless we are able to successfully offset or mitigate these impacts.]

Existing store sales growth is critical to good operating results and is dependent on a variety of factors, including merchandise quality, [added: price,] relevance and availability, store operations and customer satisfaction.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i32e43194fb3d427d895b330e34fe7502_43)”] [added: Operations](#i70f367b7f6ca43a6be3ff16767880371_46)”] and [removed: [Note 16](#i32e43194fb3d427d895b330e34fe7502_1465)] [added: [Note](#i70f367b7f6ca43a6be3ff16767880371_1649267443141) [15](#i70f367b7f6ca43a6be3ff16767880371_1649267443141)] to our consolidated financial statements.

We have experienced higher [added: construction,] commodity and other costs associated with the build-out of new stores and the renovation of existing stores.

[removed: Our product mix is affected] by [removed: the supply of goods, including imported goods, and could be negatively impacted by] various factors, including those described under [added: “*Risks associated with merchandise supply could adversely affect our financial performance*” on page 10 and] “*Higher costs and disruptions in our distribution network could have an adverse impact on our sales and profitability*” on page 11.

[removed: In our Family Dollar segment, our] [added: Our] success also depends on our ability to select and obtain sufficient quantities of relevant merchandise at prices that allow us to sell such merchandise at profitable and appropriate prices.

[removed: A] [added: If our] sales price that is too [removed: high causes] [added: high, or we do not provide a selection of popular merchandising items, our] products [removed: to] [added: will] be less attractive to our customers and our sales [removed: at Family Dollar] could suffer.

We are continuing to refine our pricing strategy [added: and expand our multi-price assortment] at [removed: Family] Dollar [added: Tree] to [removed: drive customer loyalty and have a strategic pricing team] [added: provide value] to [removed: improve] our [removed: value] [added: customers] and [removed: to] increase [removed: profitability.][added: customer traffic and loyalty and store productivity.]

Our inability to successfully implement our pricing strategies [added: or multi-price assortment and provide our customers with desirable merchandise] at [removed: Family Dollar] [added: appropriate prices] could have a negative effect on our business.

Easter was observed on [removed: April 9, 2023,] [added: March 31, 2024,] and will be observed on [removed: March 31, 2024.][added: April 20, 2025.]

[removed: Loss] [added: Despite our efforts, loss] may be caused by error or misconduct of associates, customers, vendors or other third parties including through organized retail crime and professional theft, and may be further impacted by macroeconomic factors, including the enforcement environment, or may be the result of damage or destruction of our inventory by natural disasters.

The retail industry is highly competitive with respect to price, customers, store locations, merchandise quality, product assortment, service offerings, [added: customer service, shopping experience,] product sourcing, labor, and market share.

The marketplace is highly fragmented as many different retailers compete for market share by utilizing a variety of [added: sales channels,] store formats and merchandising strategies, including mobile and online shopping.

[removed: The] [added: In addition, the] substantial growth in e-commerce [added: and expanded availability of mobile, web-based and other digital technologies] has [removed: also] encouraged the entry of many new competitors, new business models, and an increase in competition from established companies looking for ways to create [removed: successful] [added: convenient and competitive] online shopping alternatives.

[removed: Business](#i32e43194fb3d427d895b330e34fe7502_16)”] [added: Business](#i70f367b7f6ca43a6be3ff16767880371_16)”] for further discussion of the effect of competition on our operations.

Our growth and performance are dependent on the skills, experience and contributions of our associates, executives and key [removed: personnel for both Dollar Tree and Family Dollar.][added: personnel.]

At our stores and distribution centers, we must recruit, develop, train, and retain qualified [removed: and diverse] associates in relatively large numbers, while also working to decrease turnover in these positions.

[removed: Turnover] [added: We recently have experienced turnover] in [removed: such positions] [added: senior positions, which, in addition to organizational changes related to our pending sale of the Family Dollar business,] can disrupt progress in implementing business strategies, result in a loss of institutional knowledge, cause greater workload demands for remaining team members and divert attention away from key areas of the business, or otherwise negatively impact the company’s growth prospects or future operating results.

We may not be successful in implementing or in anticipating the impact of important strategic initiatives, [removed: and our plans for implementing such initiatives may be altered or delayed due to various factors,] which may have an adverse impact on our business and financial results.

For example, recent U.S. tariffs imposed or threatened to be imposed on China, Mexico, Canada, and other countries and any retaliatory actions taken by such countries could result in us incurring substantial additional costs to procure a large portion of the merchandise we offer.

In addition, the U.S. Department of Labor finalized a rule in 2024 raising the minimum salary for associates to have exempt status under the Fair Labor Standards Act.

Although the rule’s scheduled January 1, 2025 increase to the salary thresholds was recently vacated by a federal court, this or similar future rules could materially impact our wage rates and labor costs.

In our Dollar Tree segment, we continue to expand our brand assortment at the $1.25 price point and our multi-price product assortment generally, which began with the introduction of $3 and $5 Dollar Tree Plus product in select discretionary categories, expanded into $3, $4 and $5 frozen and refrigerated product, and now comprises a wide assortment of other consumable and discretionary product at varying price points.

Although we have increased our price points at our Dollar Tree stores and expanded our multi-price assortment, we may not be able to adjust our prices to offset cost increases.

Further, raising the price point of merchandise could cause customers to buy fewer products.

Disruptions or cost increases may result from factors such as:

- duties, tariffs or other measures that create barriers or restrictions on trade, including anti-dumping or countervailing duty orders or other trade-related sanctions and any retaliatory counter measures;

- economic conditions in the United States or abroad;

In early 2025, the United States imposed or threatened to impose significant additional tariffs, including reciprocal tariffs, on China, Mexico, Canada and other countries from which we import goods.

In addition, the Trump administration has announced plans to impose significant fees on Chinese shipping companies and any Chinese-built vessels that enter U.S. ports.

Our mitigation efforts could include negotiating lower product costs, rebates or invoice deductions; shifting supply sources to alternate countries; changing our product assortment or discontinuing certain items; or increasing our prices.

Even if we are able to mitigate the impact of tariffs in the short-term through one or more of the foregoing actions, a change in product assortment, reduced product offering or increase in pricing could reduce the competitiveness of our products, particularly if our competitors do not keep pace with any such changes or are able to offset the impact of tariffs through other actions.

Furthermore, in response to the recent tariffs announced by the United States, China and other countries have imposed or proposed additional tariffs on certain exports from the United States.

These and any other retaliatory countermeasures imposed by countries subject to such tariffs, such as China, could increase our, or our vendors’, import expenses.

Additionally, even if the products we import are not directly impacted by additional tariffs, the imposition of such additional tariffs on goods imported into the United States could cause increased prices for consumer goods in general, which could have a negative impact on consumer spending for discretionary items reducing demand for our products.

These direct and indirect impacts of increased tariffs or trade restrictions implemented by the United States, both individually and cumulatively, could have a material adverse effect on our business, financial condition and results of future operations.

In addition, the U.S. Department of Commerce recently has conducted investigations of anti-dumping and countervailing duties with respect to paper plates and aluminum pans.

Based on determinations by the Department of Commerce and International Trade Commission, we accrued $25.0 million related to additional duties on paper plates imported during fiscal 2024.

Any additional duties related to these or other goods that we import could increase the cost of our imported merchandise and adversely impact our operations and profit margins.

Please see *“Our profitability is vulnerable to cost pressures from increases in merchandise, shipping, freight and fuel costs, wage and benefit and other operating costs”* for further discussion of the effect of costs on our operations.

- *Distribution center capacity.* We recently have experienced capacity pressure in our distribution network and are working to expand our distribution center capacity, including to replace that lost with our Marietta, Oklahoma distribution center.

To the extent that we are unable to, or experience delays in, opening new distribution centers or otherwise expanding our capacity, our product availability, product mix, overall sales, and merchandise margins could be impacted, especially at Dollar Tree.

During 2024, a tornado destroyed our Dollar Tree distribution center in Marietta, Oklahoma.

In addition to the loss of inventory in the facility and the facility itself, we incurred additional costs as a result of additional stem miles for product delivery and outside storage for the stores previously serviced by that distribution center, and we expect those costs to continue in 2025.

The sale and expansion of these offerings also subjects us to or increases certain risks, such as: product

We believe that these macroeconomic factors, including inflationary pressures and higher interest rates, negatively affect our customers and impact our sales.

If these initiatives are unsuccessful or we otherwise are unable to grow our sales in line with our expectations, our margins and profitability would be adversely affected.

In addition, we have entered into an agreement to sell the Family Dollar business.

If that sale is completed, our future growth and operating results will be dependent on our ability to increase sales and profitability in our Dollar Tree stores.

Our product mix is affected by the supply of goods, including imported goods, and could be negatively impacted

We recently have been expanding our multi-price product assortment at Dollar Tree, which now comprises a wide assortment of consumable and discretionary product at varying price points.

We have incurred increased costs, and could continue to incur increased costs, as we make investments in technology and personnel in an attempt to mitigate these risks.

We compete with discount stores and many other retailers, including mass merchandise, warehouse club, grocery, drug, convenience, variety, online retailers, and certain specialty stores.

Some of our current and potential competitors have more significant online shopping platforms than we do, and our reliance on the in-store shopping experience could reduce our competitiveness.

Further, our stores are typically staffed with relatively few associates, which increases our exposure to the foregoing risks.

Risks Relating to Strategic Initiatives and the Pending Sale of the Family Dollar Business

In our Dollar Tree banner, those initiatives include, among others:

- We secured the leases for 164 former 99 Cents Only Stores across Arizona, California, Nevada and Texas and opened those stores under our Dollar Tree segment.

More recently we have acquired designation rights for approximately 138 Party City stores and as we complete our diligence on this group of stores, we intend to designate acceptable stores and open these as Dollar Tree segment stores.

In addition, the federal minimum wage may increase depending on the outcome of legislation proposed in Congress, and the current administration has announced it will consider raising the minimum salary for associates who currently have exempt status under the Fair Labor Standards Act.

In our Dollar Tree segment, we raised our primary price point on merchandise to $1.25 in fiscal 2021.

We also continue to implement our multi-price initiative which provides our customers with additional categories priced, for example, at $3, $4 and $5.

Although Family Dollar, unlike Dollar Tree, can more easily raise the price of merchandise, customers may buy fewer products if prices were to increase.

We have multi-year contracts expiring in 2025 that cover approximately 54% of our import purchase volume.

We have also experienced volatility in diesel fuel costs and are expecting increases to continue in fiscal 2024 and may worsen, for example, because of the impact of international events such as trade restrictions on Russia on oil prices.

In addition, our supply chain may be disrupted because of other international events such as armed conflict, war, economic sanctions or acts of terrorism.

Risks associated with our reliance on imported goods may include disruptions in the flow of or increases in the cost of imported goods because of factors such as:

- duties, tariffs or other restrictions on trade, including Section 301 tariffs;

- economic crises in the United States or abroad and international disputes or conflicts, including military confrontation, blockade, war and economic sanctions;

A disruption in the flow of our imported merchandise from China or an increase in the cost of those goods may significantly decrease our profits.

While the United States scaled back punitive Section 301 tariffs on certain Chinese imports based on an agreement reached with China in 2020, the political outlook remains uncertain.

At the same time, the company recently concluded a comprehensive performance review of its store portfolio and announced the closure of approximately 970 Family Dollar and 30 Dollar Tree stores.

In addition, our Family Dollar segment has a substantial number of private brand items, and the number of such items has been increasing.

We believe our success in maintaining broad market acceptance of our private brands depends on many factors, including our pricing, costs, quality, customer perception and timely development and introduction of new products.

We may not achieve or maintain our expected sales for our private brands and, as a result, our business and results of operations could be adversely impacted.

Additionally, the increased number of private brands could negatively impact our existing relationships with our non-private brand suppliers.

In fiscal 2023, we purchased and delivered approximately 15% of our merchandise for our Family Dollar segment, and to a lesser extent for our Dollar Tree segment, through our relationship with McLane Company, Inc., which distributes consumable merchandise from multiple manufacturers.

We also rely on third parties to deliver frozen and refrigerated product, as well as chocolate in the summer, to our Dollar Tree stores.

Risks Relating to Strategic Initiatives

- Our initiatives at Family Dollar provide tailored store formats and significantly improved merchandise offerings.

- Our comprehensive store portfolio optimization review to improve profitability by identifying candidates for closure or re-bannering.

For example, in the fourth quarter of fiscal 2023 the company initiated a comprehensive store portfolio optimization review, and its recently announced decisions to close approximately 970 underperforming Family Dollar stores and approximately 30 underperforming Dollar Tree stores has led to additional impairments of related assets.

For additional information on recent impairments, please refer to [Note 1](#i32e43194fb3d427d895b330e34fe7502_1245)[5](#i32e43194fb3d427d895b330e34fe7502_1245) and [Note 16](#i32e43194fb3d427d895b330e34fe7502_1465) to our consolidated financial statements.

In Management’s Discussion and Analysis, we explain the general financial condition and the results of operations for our company, including, factors that affect our business, analysis of annual changes in certain line items in the consolidated financial statements, [removed: performance of each of our operating segments,] expenditures incurred for capital projects and sources of funding for future expenditures.

Financial Statements and Supplementary [removed: Data](#i32e43194fb3d427d895b330e34fe7502_49)”] [added: Data](#i70f367b7f6ca43a6be3ff16767880371_73)”] of this Form 10-K.

[removed: Our Dollar Tree segment is the] [added: We are a] leading operator of [added: more than 8,800 retail] discount [removed: variety stores] [added: stores, as of February 1, 2025,] offering merchandise predominantly at the opening price point of $1.25, with additional offerings at [removed: $3, $4 and $5] [added: higher] price points.

Second is the performance of stores once they are open which can be impacted by a number of factors including operational performance, competition, [removed: inflation] [added: inflation, consumer buying preferences] and changes in the product assortment, pricing, or quality.

Stores that [removed: have been re-bannered (i.e.,] [added: were converted from] Family Dollar stores [removed: converted] to Dollar Tree [removed: stores, or vice versa)] [added: stores] are considered to be new stores and are not included in the calculation of the comparable store net sales change until after the first fifteen months of operation under the [removed: new] [added: Dollar Tree] brand.

[removed: Sales] [added: Additionally, sales] that are excluded from the calculation of comparable store net sales are referred to as non-comparable store sales and consist of sales from new stores open fifteen months or less and stores that are closed permanently or expected to be closed for more than 90 days.

Financial highlights for the fiscal year ended February [removed: 3, 2024,] [added: 1, 2025,] as compared to the fiscal year ended [removed: January 28, 2023,] [added: February 3, 2024,] include:

- Net sales increased [removed: 8.0%] [added: 4.7%] to [removed: $30,581.6] [added: $17,565.8] million, due to a [removed: 4.6% enterprise-wide] [added: 1.8%] comparable store net sales increase and net sales of [removed: $1,184.5 million] [added: $1.1 billion] at non-comparable stores.

The 53rd week in fiscal 2023 accounted for [removed: $559.3] [added: $307.0] million of the total net [removed: sales increase.][added: sales.]

- Gross profit increased [removed: 4.3%] [added: 4.5%] to [removed: $9,309.6] [added: $6,281.7] million as a result of our net store [removed: growth and the 53rd week.][added: growth.]

[added: -] Selling, general and administrative expenses, as a percentage of total revenues, increased [removed: 980] [added: 220] basis points to [removed: 33.4%.][added: 27.5%.]

At February [removed: 3, 2024,] [added: 1, 2025,] we operated stores in 48 states and the District of Columbia, as well as stores in five Canadian provinces.

The average size of stores opened in fiscal [removed: 2023] [added: 2024] was approximately [removed: 9,300 selling square feet for the Dollar Tree segment and 9,360] [added: 10,990] selling square [removed: feet for the Family Dollar segment.][added: feet.]

| | | | Year Ended | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| | | | February [removed: 3, 2024 | | | | | |] [added: 1, 2025] | | | | | | [added: February 3, 2024] | | | | | | January 28, 2023 | | | [removed: | | | | | | | | | | | |]

| Store Count: | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| New stores | | | [removed: 333 | | | | | | 308 | | | | | | 641 | | | | | | 131] [added: 525] | | | | | | 333 | | | | | | [removed: 464] [added: 131] | | |

| Relocations | | | [removed: 31 | | | | | | 89] [added: 22] | | | | | | [removed: 120] [added: 31] | | | | | | 28 | | | [removed: | | | 92 | | | | | | 120 | | |]

| Selling Square Feet (in millions): | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| New stores | | | [removed: 3.1 | | | | | | 2.9 | | | | | | 6.0 | | | | | | 1.1] [added: 5.8] | | | | | | 3.1 | | | | | | [removed: 4.2] [added: 1.1] | | |

| Closings | | | (0.6) | | | | | | [removed: (1.0) | | | | | | (1.6)] [added: (0.6)] | | | | | | (0.4) | | | [removed: | | | (1.1) | | | | | | (1.5) | | |]

| [removed: Relocations] [added: Relocations*] | | | — | | | | | | [removed: 0.3 | | | | | | 0.3] [added: —] | | | | | | 0.1 | | | [removed: | | | 0.3 | | | | | | 0.4 | | |]

[added: *Family Dollar Store Portfolio Optimization and Strategic Alternatives Reviews.*] During the fourth quarter of fiscal 2023, we [added: announced that we had] initiated a comprehensive store portfolio optimization review, [removed: including] [added: which involved] identifying stores [removed: as candidates] for closure, [removed: re-bannering,] [added: relocation] or [removed: relocation.][added: re-bannering based on an evaluation of current market conditions and individual store performance, among other factors.]

The 53rd week in fiscal 2023 added approximately [removed: $559.3] [added: $307.0] million in sales.

Fiscal [removed: 2022] [added: 2024] and fiscal [removed: 2021] [added: 2022] which ended on [removed: January 28, 2023] [added: February 1, 2025] and January [removed: 29, 2022,] [added: 28, 2023,] respectively, each included 52 weeks.

The [removed: percentage change in] comparable store net sales [added: change] for the [removed: fiscal] year ended February 3, [removed: 2024, as compared with the preceding year,] [added: 2024] is [removed: as follows,] based on a 53-week comparison for both [removed: years:][added: periods included in the calculation.]

| | | | | | | Year Ended [removed: February 3, 2024] | | | | | | | | | | | | | | |

Comparable store net sales are positively affected by our expanded, relocated and remodeled stores, which we include in the calculation, and are negatively affected when we open new [removed: stores, re-banner] stores or expand stores near existing stores.

Net sales per selling square foot for the [removed: 53 weeks ended February 3, 2024 and the 52 weeks ended January 28, 2023 and January 29, 2022] [added: last three fiscal years] is as follows:

| | | | | | | [removed: 53] [added: 52] Weeks Ended | | | | | | [removed: | | | | | |] [added: 53 Weeks Ended] | | | | | | 52 Weeks Ended | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | | | | February [removed: 3, 2024 | | | | | |] [added: 1, 2025] | | | | | | [added: February 3, 2024] | | | | | | January 28, 2023 | | | [removed: | | | | | | | | | | | | | | | January 29, 2022 | | | | | | | | | | | | | | |]

| Net sales per selling square foot | | | | | | [removed: $234 | | | | | | $220] [added: $232] | | | | | | [removed: $227] [added: $234] | | | | | | $220 | | | [removed: | | | $214 | | | | | | $217 | | | | | | $203 | | | | | | $212 | | | | | | $207 | | |]

We continue to execute on a number of strategic initiatives [removed: across the Dollar Tree and Family Dollar banners] to drive productive sales growth, improve operating efficiency, invest in technology, and expand our culture of service to our associates.

These initiatives include, among others, [added: and in no particular order,] the following:

We are continuing to expand our multi-price product assortment, which began with the introduction of $3 and $5 [removed: Dollar Tree Plus product] [added: products] in select discretionary categories, expanded into $3, $4 and $5 frozen and refrigerated product, and now comprises a wide assortment of other consumable and discretionary [removed: product.][added: product at varying price points.]

As a result of [removed: this] [added: the] portfolio optimization review, we [removed: plan to close] [added: identified] approximately 970 underperforming Family Dollar stores, including approximately 600 stores to be closed in the first half of fiscal 2024, and approximately 370 stores to be closed at the end of each store's current lease term.

[removed: See] [added: Refer to] [Note [removed: 16](#i32e43194fb3d427d895b330e34fe7502_1465)] [added: 15](#i70f367b7f6ca43a6be3ff16767880371_1649267443141)] to our consolidated financial statements for [removed: more] [added: additional] information.

*Our Workforce & Our Workplace.* [removed: Across both of our banners, we] [added: We] are investing in our talent, including initiatives to provide competitive pay and benefits, enhanced training, and attractive career opportunities to deliver an enhanced associate experience, reduce turnover, and improve our store standards and efficiencies and ultimately the customer experience.

Additional initiatives include projects to optimize and modernize our stores, with a focus on improving [removed: store appearance, delivering consistent experiences across all stores,] [added: the in-store experience through renovations] and [removed: driving positive sales trends.][added: customer service enhancements.]

Our supply chain initiatives include [added: expanding and] enhancing our distribution and transportation network, including investments in our [removed: trucking] [added: truck] fleet, transportation management systems, a new distribution center with enhanced automation to improve efficiency, and a new RotaCart delivery process to streamline the truck unloading and store delivery process.

During fiscal 2024, the Family Dollar business met the held for sale and discontinued operations accounting criteria.

Accordingly, the results of operations of the Family Dollar business are reported as discontinued operations in the accompanying Consolidated Statements of Operations for all periods presented and the related assets and liabilities are classified as assets and liabilities of discontinued operations in the accompanying Consolidated Balance Sheets.

Unless otherwise noted, all amounts, percentages and discussions below reflect only the results of operations and financial condition of our continuing operations.

2024 Financial Highlights

Gross profit, as a percentage of net sales, remained unchanged in fiscal 2024 as the cost of sales rate is 64.2% in both fiscal 2024 and 2023.

- Operating income, as a percentage of total revenues, decreased 230 basis points to 8.3%.

- The effective tax rate increased to 24.7% compared to 23.8% in the prior year.

- Income from continuing operations was $1,042.5 million, or $4.83 per diluted share, compared to $1,265.8 million, or $5.76 per diluted share.

Store Activity & Selected Sales Data

A breakdown of the changes in store count and square footage is as follows:

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Beginning | | | 8,415 | | | | | | 8,134 | | | | | | 8,061 | | |

| Closings | | | (71) | | | | | | (67) | | | | | | (53) | | |

| Ending | | | 8,881 | | | | | | 8,415 | | | | | | 8,134 | | |

| | | | | | | | | | | | | | | | | | |

| Beginning | | | 73.1 | | | | | | 70.5 | | | | | | 69.7 | | |

| Stores converted from or to Family Dollar* | | | 0.1 | | | | | | 0.1 | | | | | | — | | |

| Ending | | | 78.4 | | | | | | 73.1 | | | | | | 70.5 | | |

| *Selling square footage impact of converted or relocated stores is only provided if it equals or exceeds 0.1 million selling square feet. | | | | | | | | | | | | | | | | | |

The store counts above do not include new stores until they are opened for sales.

Similarly, stores converted from a Family Dollar store to a Dollar Tree store, or vice versa, are reflected in the table above when they opened or closed, respectively.

The percentage change in comparable store net sales, as compared with the preceding year, is as follows:

| Sales Growth | | | | | | 1.8 | | % | | | | 5.8 | | % | | | | 9.0 | | % |

| Change in Customer Traffic | | | | | | 1.6 | | % | | | | 7.4 | | % | | | | (3.9) | | % |

| Change in Average Ticket | | | | | | 0.1 | | % | | | | (1.5) | | % | | | | 13.4 | | % |

The comparable store net sales change for the years ended February 1, 2025 and January 28, 2023 is based on a 52-week comparison for both periods included in the calculation.

| | | | | | | February 1, 2025 | | | | | | February 3, 2024 | | | | | | January 28, 2023 | | |

As of February 1, 2025, we had approximately 2,900 multi-price format stores, including approximately 2,600 conversions and 300 new stores.

*99 Cents Only Stores Acquisition.* During the second quarter of fiscal 2024, we acquired designation rights for up to 170 leases of 99 Cents Only Stores across Arizona, California, Nevada and Texas.

The designation rights were acquired following the bankruptcy of 99 Cents Only Stores, which provided us an attractive opportunity to secure leases in priority markets.

We secured the leases for 164 of these stores and substantially all have opened as Dollar Tree stores.

These investments are expected to negatively impact gross margin in the near-to-mid term.

*Marietta, Oklahoma Distribution Center.* In the first quarter of fiscal 2024, a tornado destroyed our distribution center in Marietta, Oklahoma.

Based on the significant damage sustained by the facility, the inventory contained in the facility and the facility itself are not salvageable.

We have pivoted our supply chain network to deliver products to the approximately 600 Marietta-serviced stores, and we believe these efforts have limited and will continue to limit disruption to the Dollar Tree shopping experience.

We are incurring additional costs within our supply chain as a result of servicing these impacted stores, including additional stem miles for delivered product and outside storage, and expect such costs to continue negatively impacting gross margin in the near-to-mid term.

*General Liability Claims Development.* Our self-insured general liability claims related to customer accidents and other incidents at our stores continue to develop unfavorably due to the rising costs to reimburse, settle, or litigate the claims.

As a result, our actuarially determined liabilities were increased during the second quarter of fiscal 2024, contributing to a $45.3 million increase in our general liability claim expenses compared to the prior year second quarter.

For the full year, fiscal 2024 general liability claim expenses increased $20.4 million compared to fiscal 2023.

This section of Form 10-K generally discusses fiscal 2023 and fiscal 2022 events and results, and year-to-year comparisons between fiscal 2023 and fiscal 2022.

Discussions of fiscal 2021 items and year-to-year comparisons between fiscal 2022 and fiscal 2021 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended January 28, 2023.

We are a leading operator of more than 16,700 retail discount stores and we conduct our operations through two reporting segments.

Our Family Dollar segment operates general merchandise retail discount stores providing consumers with a selection of competitively-priced merchandise in convenient neighborhood stores.

Annual Results

Gross profit, as a percentage of net sales, decreased 110 basis points to 30.4%, primarily due to higher shrink, distribution and markdown costs, partially offset by lower freight costs and occupancy costs.

Excluding $86.2 million of distribution and markdown costs related to the store portfolio optimization review, gross profit, as a percentage of net sales, decreased 80 basis points.

- Selling, general and administrative expenses increased $3,514.5 million or 52.5%, primarily due to a $1,069.0 million non-cash goodwill impairment charge, a $950.0 million non-cash trade name impairment charge, a $503.9 million non-cash store asset impairment charge, and $56.7 million in DC 202-related litigation charges.

Excluding the impairment and litigation charges noted above, selling, general and administrative expenses, as a percentage of total revenues, increased 125 basis points primarily due to higher store-based payroll expenses, unfavorable development of general liability claims, and higher repairs and maintenance expenses.

- Operating income (loss) was ($881.8) million and as a percentage of total revenues, decreased 1,080 basis points to (2.9)% primarily due to the current year impairments and litigation charges noted above.

Excluding the impairments and litigation charges, the operating income (loss), as a percentage of total revenues, decreased 210 basis points.

- The effective tax rate decreased to (1.0)% compared to 23.5% in the prior year primarily due to the current year goodwill impairment charge which is not tax deductible.

- Net income (loss) was ($998.4) million, or ($4.55) per diluted share, compared to $1,615.4 million, or $7.21 per diluted share.

A breakdown of store counts and square footage by segment for the years ended February 3, 2024 and January 28, 2023 is as follows:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Dollar Tree | | | | | | Family Dollar | | | | | | Total | | | | | | Dollar Tree | | | | | | Family Dollar | | | | | | Total | | |

| Beginning | | | 8,134 | | | | | | 8,206 | | | | | | 16,340 | | | | | | 8,061 | | | | | | 8,016 | | | | | | 16,077 | | |

| Re-bannered stores | | | 15 | | | | | | (15) | | | | | | — | | | | | | (5) | | | | | | 9 | | | | | | 4 | | |

| Closings | | | (67) | | | | | | (140) | | | | | | (207) | | | | | | (53) | | | | | | (152) | | | | | | (205) | | |

| Ending | | | 8,415 | | | | | | 8,359 | | | | | | 16,774 | | | | | | 8,134 | | | | | | 8,206 | | | | | | 16,340 | | |

| Beginning | | | 70.5 | | | | | | 61.6 | | | | | | 132.1 | | | | | | 69.7 | | | | | | 59.2 | | | | | | 128.9 | | |

| Re-bannered stores | | | 0.1 | | | | | | (0.1) | | | | | | — | | | | | | — | | | | | | 0.1 | | | | | | 0.1 | | |

| Ending | | | 73.1 | | | | | | 63.7 | | | | | | 136.8 | | | | | | 70.5 | | | | | | 61.6 | | | | | | 132.1 | | |

Stores are included as re-banners when they close or open, respectively.

See the “Strategic Initiatives and Recent Developments” section below and [Note 16](#i32e43194fb3d427d895b330e34fe7502_1465) to our consolidated financial statements for additional detail.

| | | | | | | Sales Growth | | | | | | Change in Customer Traffic | | | | | | Change in Average Ticket | | |

| Consolidated | | | | | | 4.6 | | % | | | | 5.4 | | % | | | | (0.8) | | % |

| Dollar Tree Segment | | | | | | 5.8 | | % | | | | 7.4 | | % | | | | (1.5) | | % |

| Family Dollar Segment | | | | | | 3.2 | | % | | | | 2.5 | | % | | | | 0.7 | | % |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Dollar Tree | | | | | | Family Dollar | | | | | | Total | | | | | | Dollar Tree | | | | | | Family Dollar | | | | | | Total | | | | | | Dollar Tree | | | | | | Family Dollar | | | | | | Total | | |

We are currently taking actions to improve operating efficiencies and prepare for expanded multi-price products within our stores, including raising shelf heights, implementing space productivity, and rightsizing assortments.

*Family Dollar Merchandising and Store Portfolio Optimization Review.* Our store design initiatives at Family Dollar provide significantly improved merchandise offerings and establish a minimum number of cooler doors.

We tailor space and assortment to local demographics with emerging formats including H2.5, our primary store format with optimized layout and expanded frozen and refrigerated doors; larger rural stores where assortments may include Dollar Tree product; and XSB (Extra Small Box), which adds elements of H2.5 optimized to our smaller stores, particularly in urban markets.

As of February 3, 2024, we have more than 1,890 stores across these three formats.

Across all of Family Dollar’s formats we are expanding our SKUs, continuing to add cooler doors, increasing our standard shelf profile, and implementing planogram and category resets.

We continue to introduce new private brands at Family Dollar, convert control brands to private brands and align our “Family” brand message across key categories.

Additionally, during the fourth quarter of fiscal 2023, we announced that we had initiated a comprehensive store portfolio optimization review which involved identifying stores for closure, relocation or re-bannering based on an evaluation of current market conditions and individual store performance, among other factors.

Our exposure to interest rate risk [added: primarily] relates to our revolving credit [removed: facility and borrowings under] [added: facility,] our commercial paper [removed: program.][added: program, and any future registered offerings of senior notes to raise new capital or replace existing maturities.]

At February [removed: 3, 2024,] [added: 1, 2025,] there were no borrowings outstanding under the revolving credit facility or the commercial paper program.

The primary inflationary factors impacting our business include changes to the costs of merchandise, transportation (including the cost of diesel fuel), [added: store construction-related costs,] and labor.

If these inflationary pressures become significant, we may not be able to fully offset such higher costs through [removed: price increases on the Family Dollar banner or through] adjustments to our product assortment, improvements in operational efficiencies or increases in our comparable store net [removed: sales on the Dollar Tree banner.][added: sales.]

We are a leading operator of retail discount stores operating under the brand names of Dollar [removed: Tree, Family Dollar] [added: Tree] and Dollar Tree Canada.

At February [removed: 3, 2024,] [added: 1, 2025,] we operated [removed: 16,774 retail discount] [added: 8,628] stores across 48 states and [added: the District of Columbia and operated 253 stores across] five Canadian provinces.

We believe the convenience and value we [removed: offer] [added: offer, as well as the “thrill-of-the-hunt” shopping experience where customers discover new celebratory and seasonal items every week,] are key factors in serving and growing our base of loyal customers.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i32e43194fb3d427d895b330e34fe7502_43)” under the caption “Segment Information” and [Note 13](#i32e43194fb3d427d895b330e34fe7502_103) to our consolidated financial statements.][added: Operations](#i70f367b7f6ca43a6be3ff16767880371_46).”]

[removed: Dollar Tree] [added: Our] stores serve customers with a broad range of income levels [added: principally] in suburban locations, striving continuously to “Wow” the customer with a compelling, fun and fresh merchandise assortment comprised of a variety of [removed: the] things the customer wants and needs, all at incredible values in bright, clean and friendly stores.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i32e43194fb3d427d895b330e34fe7502_43).”][added: Operations](#i70f367b7f6ca43a6be3ff16767880371_46).”]

[removed: At Dollar Tree and Family Dollar our] [added: Our] core values drive how we treat our customers and each other to support a welcoming shopping experience and an engaging work environment.

[removed: With new senior leadership throughout the organization, we] [added: We] focus our ways of working on open, frequent communication and approach our roles with a continuous improvement mindset.

Our [removed: new] communication vehicles foster two-way dialogue and offer continuous touchpoints for associates to hear about our strategy, values and ways of working, [added: to] learn from senior leaders about our business progress and connect with one another.

Additionally, our people programs, as well as our meaningful focus on [removed: diversity, equity, inclusion] [added: culture] and belonging, reinforce our shared values and behaviors.

[removed: We] [added: In our Dollar Tree stores, we] continue to expand our brand assortment at the $1.25 price point to provide greater value [removed: for] [added: to] our customers and increase customer traffic and store productivity.

We are continuing to expand our multi-price product assortment, which began with [removed: our] [added: the] introduction of $3 and $5 [removed: Dollar Tree Plus product] [added: products] in select discretionary categories, expanded into $3, $4 and $5 frozen and refrigerated product, and now comprises a wide assortment of other consumable and discretionary [removed: product.][added: product at varying price points.]

Through a partnership with Instacart, our customers can shop online and receive same-day delivery from more than [removed: 7,500] [added: 7,400] Dollar Tree stores, as of February [removed: 3, 2024,] [added: 1, 2025,] without having to visit a store.

In our Dollar Tree Canada stores, we generally sell items for [removed: $1.50(CAD)] [added: $1.75(CAD)] or less.

We strive to exceed our customers’ expectations [removed: of the] [added: for product] variety and quality [removed: of products they can purchase] by offering items we believe typically sell for higher prices [removed: elsewhere.][added: elsewhere, and we believe our mix of imported and domestic merchandise is critical to this end.]

Merchandise imported directly typically accounts for approximately [removed: 41% - 43%] [added: 40%] of our total retail value purchases, with the remaining merchandise purchased domestically.

[removed: In addition, direct] relationships with manufacturers permit us to select from a broad range of products and customize packaging, product sizes and package quantities that best meet our customers’ needs.

We carry approximately [removed: 8,000] [added: 8,600] items in our [removed: Dollar Tree] stores, and as of the end of fiscal [removed: 2023] [added: 2024] approximately [removed: 27%] [added: 33%] of our items were automatically replenished.

The merchandise mix in our [removed: Dollar Tree] stores consists of:

- Discretionary [removed: merchandise, which] [added: merchandise] includes the following:

For information regarding the amounts and percentages of our net sales contributed by the above merchandise categories for the last three fiscal years, please refer to [Note [removed: 13](#i32e43194fb3d427d895b330e34fe7502_103)] [added: 13](#i70f367b7f6ca43a6be3ff16767880371_133)] to our consolidated financial statements.

We believe the customer experience is [added: extremely] important to [removed: the] [added: our marketing plan] success [removed: of] [added: and] our [added: ability to drive incremental] business.

We continue to make investments in our [removed: trucking fleet and] [added: truck fleet,] transportation management systems and a new RotaCart delivery process to streamline the truck unloading and store delivery process.

A RotaCart is a wheeled container that allows quick, easy store deliveries loaded by merchandise [removed: family groups.][added: category.]

Our [removed: Dollar Tree] stores receive approximately 90% of their inventory from our distribution [removed: centers and our Family Dollar stores receive approximately 70% of their inventory from our distribution] centers.

[removed: Approximately 15% of the merchandise in Family Dollar stores is distributed by McLane Company, Inc.] For more information on our distribution center network, see “[Item 2.

Distribution services in Canada are provided by a third party from [removed: facilities] [added: two facilities, one] in British Columbia and [added: one in] Ontario.

Risk [removed: Factors](#i32e43194fb3d427d895b330e34fe7502_19)”] [added: Factors](#i70f367b7f6ca43a6be3ff16767880371_19)”] and “[Item 7.

We operate in the [removed: discount] [added: value] retail sector, which is currently and [removed: is] [added: in the future] expected to continue to be highly competitive with respect to price, store location, merchandise quality, assortment and presentation, and customer service, including merchandise delivery and checkout options.

Risk [removed: Factors](#i32e43194fb3d427d895b330e34fe7502_19).”][added: Factors](#i70f367b7f6ca43a6be3ff16767880371_19).”]

We are the owners of several trademarks including “Dollar Tree,” the “Dollar Tree” logo, [removed: “Family Dollar,” “Family Dollar Stores”] and other names and designs of certain merchandise sold in our [removed: Dollar Tree and Family Dollar] stores.

[added: fiscal 2023 we also started building our first] leadership academy, focusing on our field district managers and setting the stage for similar programs for other groups of leaders throughout the organization.

[removed: Our goal is] [added: We recognize that our customer base and the communities we serve are highly diverse, and we seek] to create [removed: and support a culture of inclusion within a diverse workforce where] [added: an environment in which] the unique skills and perspectives of our associates and customers are understood, respected and appreciated.

Our objective is to build a platform to encourage professional development, support community [removed: outreach,] [added: outreach and customer engagement,] cultivate mentoring, attract [removed: diverse] talent [added: from the communities we serve,] and promote cross-functional teamwork for all associates.

Each ARG is supported by [removed: a senior executive sponsor who is a member of the DEI Executive Council,] an executive [removed: leader] [added: sponsor] and a Human Resources partner to ensure efforts are aligned with the business.

Our [removed: expanded] Asset Protection department, which includes Environmental, Health and Safety and Workplace Violence teams leads our comprehensive safety programming across all areas of our enterprise.

[removed: Over the last year] [added: In recent years] we have added new channels to foster two-way dialogue and ensure we are listening to our associates and taking action on their feedback.

General

Discontinued Operations

Family Dollar stores provide customers with a selection of competitively-priced merchandise in convenient neighborhood stores, primarily serving a lower-than-average income customer in urban and rural locations.

At February 1, 2025, the Family Dollar business included the operations of 7,622 general merchandise retail discount stores and ten distribution centers.

As previously reported, in fiscal 2024 we initiated a formal review of strategic alternatives for the Family Dollar business.

This strategic alternatives review concluded in the fourth quarter of fiscal 2024 and resulted in the decision to sell the Family Dollar business.

Accordingly, the Family Dollar business met the held for sale and discontinued operations accounting criteria.

On March 25, 2025, the Company entered into a definitive agreement to sell the Family Dollar business to Brigade Capital Management, LP and Macellum Capital Management, LLC, for a purchase consideration of $1,007.0 million, subject to a number of adjustments, including with respect to working capital and net indebtedness.

The closing of the transaction is subject to satisfaction of customary closing conditions, including receipt of U.S. antitrust approval.

Net proceeds are estimated to total approximately $804.0 million.

Unless otherwise noted, the discussion throughout Part I of this Form 10-K, including the various metrics cited, excludes the Family Dollar business and pertains only to our continuing operations.

For information on discontinued operations, refer to [Note 2](#i70f367b7f6ca43a6be3ff16767880371_100) to our consolidated financial statements under the caption “Assets Held for Sale and Discontinued Operations” and [Note 15](#i70f367b7f6ca43a6be3ff16767880371_1649267443141).

Our Stores

In addition, direct

Our marketing mission is to surprise and delight our customer with great value, assortment, and treasure hunt excitement.

Our marketing efforts are primarily focused on driving store traffic by providing value to our customers through our new advanced digital targeting capabilities, genuine and authentic brand building via social influencers and posts, showcasing amazing assortment in our digital ads, creating a robust web and app customer experience, and utilizing in-store signage to help educate customers and drive conversion.

We currently operate 15 distribution centers in the United States.

As part of our efforts to scale our distribution network to support future store growth, we plan to convert the Odessa, Texas Family Dollar distribution center to a Dollar Tree distribution center in the second quarter of fiscal 2025.

Properties](#i70f367b7f6ca43a6be3ff16767880371_28).”

In

- *Culture and Belonging.* Our goal is to create and support a culture of inclusion and belonging for each individual associate.

To further this goal, we have a Chief Culture and Belonging Officer (“CCABO”), which is a Senior Special Counsel role, on all matters related to Culture and Belonging.

The CCABO is charged with creating and implementing strategies focused on corporate culture and the promotion of an inclusive environment in which all associates and customers feel welcome and valued, doing so in a manner consistent with our business goals and applicable law.

In addition, we provide associate training on topics related to promoting a culture of inclusion and belonging and have formed a number of associate resource groups (“ARGs”).

Each ARG is open to all associates.

In addition, associates are encouraged to use our ethics hotline, known as Integrity Matters, to report concerns that they may have.

Integrity Matters is a confidential reporting tool managed by an independent third party.

The number of associates we employed as of February 1, 2025 is as follows, including associates within the held for sale Family Dollar business:

| Full-time Associates | | | | | | 33,233 | | | | | | 28,712 | | | | | | 2,489 | | | | | | 64,434 | | |

| Part-time Associates | | | | | | 110,050 | | | | | | 40,224 | | | | | | 2 | | | | | | 150,276 | | |

| Total | | | | | | 143,283 | | | | | | 68,936 | | | | | | 2,491 | | | | | | 214,710 | | |

Overview

Over the long-term, we believe that the market can support more than 10,000 Dollar Tree stores and 15,000 Family Dollar stores across the United States, and approximately 1,000 Dollar Tree stores in Canada.

We operate in two reporting business segments: Dollar Tree and Family Dollar.

For discussion of the operating results of our reporting business segments, refer to “[Item 7.

We execute a dual-banner strategy that aims to offer the best of our brands in various store formats to serve customers in all types of geographic markets.

Dollar Tree is the leading operator of discount variety stores offering merchandise predominantly at the $1.25 price point, with a growing range of additional price points.

Family Dollar operates general merchandise retail discount stores providing customers with a selection of competitively-priced merchandise in convenient neighborhood stores.

Family Dollar primarily serves a lower-than-average income customer in urban and rural locations, offering great values on everyday items.

Dollar Tree

The Dollar Tree segment includes 8,415 stores operating under the Dollar Tree and Dollar Tree Canada brands, 15 distribution centers in the United States and two in Canada as of February 3, 2024.

Among our foreign suppliers, China is the source of a vast majority of our direct imports and we believe that a significant portion of our goods purchased from domestic vendors is imported.

We believe our mix of imported and domestic merchandise affords our buyers flexibility that enables them to consistently exceed our customers’ expectations.

Family Dollar

The Family Dollar segment includes 8,359 stores operating under the Family Dollar brand and ten distribution centers as of February 3, 2024.

In our Family Dollar stores, we sell merchandise at prices that generally range from $1.00 to $10.00.

Historically, our stores have predominantly ranged from 6,000 - 8,000 selling square feet.

We are continuing to implement our store design initiatives at Family Dollar which provide significantly improved merchandise offerings and establish a minimum number of cooler doors.

We tailor space and assortment to local demographics with emerging formats including H2.5, our primary store format with 6,700 - 8,700 selling square feet, optimized layout and expanded frozen and refrigerated doors; larger rural stores with more than 8,700 selling square feet and assortments that may include Dollar Tree product; and XSB (Extra Small Box), which has less than 6,700 selling square feet and adds elements of H2.5 optimized to our smaller stores, particularly in urban markets.

As of February 3, 2024, our customers can shop online via Instacart and receive same-day delivery from more than 7,300 Family Dollar stores without having to visit a store.

Our Family Dollar stores provide customers with a quality, high-value assortment of basic necessities and seasonal merchandise.

We offer competitively-priced national brands from leading manufacturers alongside name brand equivalent-value, lower-priced private labels.

We continue to introduce new private brands at Family Dollar, convert control brands to private brands and align our “Family” brand message across key categories.

We purchase merchandise from a wide base of suppliers and generally have not experienced difficulty in obtaining adequate quantities of merchandise.

In fiscal 2023, we purchased approximately 15% of our merchandise at retail value through our relationship with McLane Company, Inc., which distributes consumable merchandise from multiple manufacturers.

In addition, merchandise imported directly typically accounts for approximately 15% - 17% of our total retail value purchases.

While the number of items in a given store can vary based on the store’s size, geographic location, merchandising initiatives and other factors, our typical Family Dollar store generally carries approximately 11,800 items, and as of the end of fiscal 2023 approximately 75% of our items were automatically replenished.

Across all of Family Dollar’s formats we are expanding our SKUs, continuing to add cooler doors, increasing our standard shelf profile, and implementing planogram and category resets.

The merchandise mix in our Family Dollar stores consists of:

- Consumable merchandise, which includes food and beverages, tobacco, health and personal care products, household chemicals, paper products, hardware and automotive supplies, diapers, batteries, and pet food and supplies;

◦Home products, which include housewares, home décor, giftware, and domestics, including comforters, sheets and towels;

◦Apparel and accessories merchandise, which includes clothing, fashion accessories and shoes; and

◦Seasonal and electronics merchandise, which includes Christmas, Easter, Halloween and Valentine’s Day merchandise, personal electronics, including pre-paid cellular phones and services, stationery and school supplies, and toys.

During the fourth quarter of fiscal 2023, we announced that we had initiated a comprehensive store portfolio optimization review which involved identifying stores for closure, relocation or re-bannering based on an evaluation of current market conditions and individual store performance, among other factors.

As a result of this portfolio optimization review, we plan to close approximately 970 underperforming Family Dollar stores, including approximately 600 stores to be closed in the first half of fiscal 2024, and approximately 370 stores to be closed at the end of each store's current lease term.

Additionally, we identified approximately 30 underperforming Dollar Tree stores for closure and plan to close each store at the end of the store's current lease term.

See “[Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations](#i32e43194fb3d427d895b330e34fe7502_43)” and [Note 16](#i32e43194fb3d427d895b330e34fe7502_1465) to our consolidated financial statements for additional information on the store portfolio optimization review.

Our marketing efforts are focused on providing value to our customers through advancing our capabilities and delivering on our brand promise of ‘Helping you do more.’ In the third quarter of fiscal 2023, we launched a new app for Family Dollar with the goal of offering improved product discovery and engagement with our smart coupon program, as well as to provide opportunities for our vendor partners to market their products through our app.

In the fourth quarter of fiscal 2023, we entered into a multi-year sponsorship agreement with a NASCAR Cup Series racing team, which will spotlight the Dollar Tree and Family Dollar brands as well as the brands of our vendor partners.

We leverage our merchandising team to source products that can be sold in both Dollar Tree and Family Dollar stores.

For information regarding legal proceedings in which we are involved, please see [Note [removed: 5](#i32e43194fb3d427d895b330e34fe7502_82)] [added: 5](#i70f367b7f6ca43a6be3ff16767880371_109)] to our consolidated financial statements under the caption “Contingencies.” For a further description of certain of these matters and their impact, see “[Item 1A.

Risk [removed: Factors](#i32e43194fb3d427d895b330e34fe7502_19)”:] [added: Factors](#i70f367b7f6ca43a6be3ff16767880371_19)”:] “*Legal proceedings may adversely affect our reputation, business, results of operations or financial condition”* on page [removed: 18] [added: 19] and “*Our failure to comply with applicable law, or to adequately respond to changes to such laws, could increase our expenses, expose us to legal risks or otherwise adversely affect us”* on page [removed: 19.][added: 20.]

For the fiscal year ended February [removed: 3, 2024][added: 1, 2025]

[removed: ][added: ]

| Common Stock, par value [removed: $.01] [added: $0.01] per share | | | DLTR | | | NASDAQ Global Select Market | | |

The aggregate market value of common stock held by non-affiliates of the registrant on [removed: July 28, 2023,] [added: August 2, 2024,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $31,570,609,673,] [added: $20,177,546,903,] based upon the closing sale price for the registrant’s common stock on such date.

On March [removed: 18, 2024,] [added: 24, 2025,] there were [removed: 217,983,018] [added: 215,083,014] shares of the registrant’s common stock outstanding.

The information called for in Items 10, 11, 12, 13 and 14 of Part III, to the extent not set forth herein, is incorporated by reference to the definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended February [removed: 3, 2024.][added: 1, 2025.]

FOR THE FISCAL YEAR ENDED FEBRUARY [removed: 3, 2024][added: 1, 2025]

| Item 1. | | | [removed: [Business](#i32e43194fb3d427d895b330e34fe7502_16)] [added: [Business](#i70f367b7f6ca43a6be3ff16767880371_16)] | | | [removed: [6](#i32e43194fb3d427d895b330e34fe7502_16)] [added: [6](#i70f367b7f6ca43a6be3ff16767880371_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i32e43194fb3d427d895b330e34fe7502_19)] [added: Factors](#i70f367b7f6ca43a6be3ff16767880371_19)] | | | [removed: [11](#i32e43194fb3d427d895b330e34fe7502_19)] [added: [10](#i70f367b7f6ca43a6be3ff16767880371_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i32e43194fb3d427d895b330e34fe7502_22)] [added: Comments](#i70f367b7f6ca43a6be3ff16767880371_22)] | | | [removed: [21](#i32e43194fb3d427d895b330e34fe7502_22)] [added: [22](#i70f367b7f6ca43a6be3ff16767880371_22)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i32e43194fb3d427d895b330e34fe7502_1230)] [added: [Cybersecurity](#i70f367b7f6ca43a6be3ff16767880371_25)] | | | [removed: [22](#i32e43194fb3d427d895b330e34fe7502_1230)] [added: [22](#i70f367b7f6ca43a6be3ff16767880371_25)] | | |

| Item 2. | | | [removed: [Properties](#i32e43194fb3d427d895b330e34fe7502_25)] [added: [Properties](#i70f367b7f6ca43a6be3ff16767880371_28)] | | | [removed: [23](#i32e43194fb3d427d895b330e34fe7502_25)] [added: [23](#i70f367b7f6ca43a6be3ff16767880371_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i32e43194fb3d427d895b330e34fe7502_28)] [added: Proceedings](#i70f367b7f6ca43a6be3ff16767880371_31)] | | | [removed: [23](#i32e43194fb3d427d895b330e34fe7502_28)] [added: [24](#i70f367b7f6ca43a6be3ff16767880371_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i32e43194fb3d427d895b330e34fe7502_31)] [added: Disclosures](#i70f367b7f6ca43a6be3ff16767880371_34)] | | | [removed: [24](#i32e43194fb3d427d895b330e34fe7502_31)] [added: [24](#i70f367b7f6ca43a6be3ff16767880371_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i32e43194fb3d427d895b330e34fe7502_37)] [added: Securities](#i70f367b7f6ca43a6be3ff16767880371_40)] | | | [removed: [25](#i32e43194fb3d427d895b330e34fe7502_37)] [added: [25](#i70f367b7f6ca43a6be3ff16767880371_40)] | | |

| Item 6. | | | [removed: [Reserved](#i32e43194fb3d427d895b330e34fe7502_40)] [added: [Reserved](#i70f367b7f6ca43a6be3ff16767880371_43)] | | | [removed: [26](#i32e43194fb3d427d895b330e34fe7502_40)] [added: [26](#i70f367b7f6ca43a6be3ff16767880371_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i32e43194fb3d427d895b330e34fe7502_43)] [added: Operations](#i70f367b7f6ca43a6be3ff16767880371_46)] | | | [removed: [27](#i32e43194fb3d427d895b330e34fe7502_43)] [added: [27](#i70f367b7f6ca43a6be3ff16767880371_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i32e43194fb3d427d895b330e34fe7502_46)] [added: Risk](#i70f367b7f6ca43a6be3ff16767880371_70)] | | | [removed: [38](#i32e43194fb3d427d895b330e34fe7502_46)] [added: [37](#i70f367b7f6ca43a6be3ff16767880371_70)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i32e43194fb3d427d895b330e34fe7502_49)] [added: Data](#i70f367b7f6ca43a6be3ff16767880371_73)] | | | [removed: [39](#i32e43194fb3d427d895b330e34fe7502_49)] [added: [38](#i70f367b7f6ca43a6be3ff16767880371_73)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i32e43194fb3d427d895b330e34fe7502_106)] [added: Disclosure](#i70f367b7f6ca43a6be3ff16767880371_145)] | | | [removed: [70](#i32e43194fb3d427d895b330e34fe7502_106)] [added: [71](#i70f367b7f6ca43a6be3ff16767880371_145)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i32e43194fb3d427d895b330e34fe7502_109)] [added: Procedures](#i70f367b7f6ca43a6be3ff16767880371_148)] | | | [removed: [70](#i32e43194fb3d427d895b330e34fe7502_109)] [added: [71](#i70f367b7f6ca43a6be3ff16767880371_148)] | | |

| Item 9B. | | | [Other [removed: Information](#i32e43194fb3d427d895b330e34fe7502_112)] [added: Information](#i70f367b7f6ca43a6be3ff16767880371_151)] | | | [removed: [72](#i32e43194fb3d427d895b330e34fe7502_112)] [added: [73](#i70f367b7f6ca43a6be3ff16767880371_151)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i32e43194fb3d427d895b330e34fe7502_115)] [added: Inspections](#i70f367b7f6ca43a6be3ff16767880371_154)] | | | [removed: [72](#i32e43194fb3d427d895b330e34fe7502_115)] [added: [73](#i70f367b7f6ca43a6be3ff16767880371_154)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i32e43194fb3d427d895b330e34fe7502_121)] [added: Governance](#i70f367b7f6ca43a6be3ff16767880371_160)] | | | [removed: [72](#i32e43194fb3d427d895b330e34fe7502_121)] [added: [73](#i70f367b7f6ca43a6be3ff16767880371_160)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i32e43194fb3d427d895b330e34fe7502_124)] [added: Compensation](#i70f367b7f6ca43a6be3ff16767880371_163)] | | | [removed: [72](#i32e43194fb3d427d895b330e34fe7502_124)] [added: [73](#i70f367b7f6ca43a6be3ff16767880371_163)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i32e43194fb3d427d895b330e34fe7502_127)] [added: Matters](#i70f367b7f6ca43a6be3ff16767880371_166)] | | | [removed: [72](#i32e43194fb3d427d895b330e34fe7502_127)] [added: [73](#i70f367b7f6ca43a6be3ff16767880371_166)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i32e43194fb3d427d895b330e34fe7502_130)] [added: Independence](#i70f367b7f6ca43a6be3ff16767880371_169)] | | | [removed: [73](#i32e43194fb3d427d895b330e34fe7502_130)] [added: [74](#i70f367b7f6ca43a6be3ff16767880371_169)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i32e43194fb3d427d895b330e34fe7502_133)] [added: Services](#i70f367b7f6ca43a6be3ff16767880371_172)] | | | [removed: [73](#i32e43194fb3d427d895b330e34fe7502_133)] [added: [74](#i70f367b7f6ca43a6be3ff16767880371_172)] | | |

| Item 15. | | | [removed: [Exhibit] [added: [Exhibits] and Financial Statement [removed: Schedules](#i32e43194fb3d427d895b330e34fe7502_139)] [added: Schedules](#i70f367b7f6ca43a6be3ff16767880371_178)] | | | [removed: [73](#i32e43194fb3d427d895b330e34fe7502_139)] [added: [74](#i70f367b7f6ca43a6be3ff16767880371_178)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i32e43194fb3d427d895b330e34fe7502_142)] [added: Summary](#i70f367b7f6ca43a6be3ff16767880371_181)] | | | [removed: [76](#i32e43194fb3d427d895b330e34fe7502_142)] [added: [77](#i70f367b7f6ca43a6be3ff16767880371_181)] | | |

- Our merchandising plans and initiatives and related impacts, including those regarding [removed: product and brand assortment, merchandisable space and store layout, cooler and freezer expansions, private brand products and planogram and category resets in the Family Dollar segment,] multi-price assortments in the Dollar Tree [removed: segment,] [added: segment] and our ability to adjust pricing;

- Our plans to add, renovate and remodel stores, [removed: including our plans relating to emerging store formats such as H2.5, rural] and [removed: XSB formats for Family Dollar stores as discussed under “[Item 1](#i32e43194fb3d427d895b330e34fe7502_16)[.](#i32e43194fb3d427d895b330e34fe7502_16) [](#i32e43194fb3d427d895b330e34fe7502_16)[Business](#i32e43194fb3d427d895b330e34fe7502_16),” and] our expectations regarding store standards and operations, efficiency initiatives, selling square [removed: footage] [added: footage, the in-store experience] and the performance of those formats;

- The potential effect of general business or economic conditions on our business, including the direct and indirect effects of inflation, [added: interest rates,] labor shortages, consumer spending levels, and unemployment in our markets;

- Our expectations regarding cost increases in fiscal [removed: 2024,] [added: 2025,] shrink and other factors affecting our profitability;

- Our expectations regarding the implementation and impact of wage investments, enhanced safety and working conditions, and other workforce investments and goals, and increases in wage expenses, including increases in minimum wages by federal, states and [removed: localities, and a potential increase in the minimum salary for exempt store managers;][added: localities;]

- The expected and possible outcome, costs, and impact of pending or potential litigation, arbitrations, other legal proceedings or governmental investigations, [removed: including proceedings arising out of or relating to issues associated with Family Dollar’s West Memphis, Arkansas distribution center,] our plans regarding these matters, and the availability of indemnification or insurance with respect to such matters;

- Our cash needs and estimated capital expenditures, our expectations regarding our uses of cash and proceeds of our commercial paper program, and our ability to fund our future capital expenditures, working capital requirements, repayment of indebtedness and repurchases of common stock under our repurchase program, [added: dividends,] and our expectations regarding potential increases in interest rates and the effect on our [removed: revolving credit facility;][added: financing costs;]

- Management’s estimates associated with our critical accounting estimates, including inventory valuation, self-insurance liabilities [added: for general liability claims] and valuations for our goodwill and indefinite-lived intangible assets impairment analyses.

Risk [removed: Factors](#i32e43194fb3d427d895b330e34fe7502_19),”] [added: Factors](#i70f367b7f6ca43a6be3ff16767880371_19),”] “[Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i32e43194fb3d427d895b330e34fe7502_43)”] [added: Operations](#i70f367b7f6ca43a6be3ff16767880371_46)”] and elsewhere in this Form 10-K.

| [Signatures](#i70f367b7f6ca43a6be3ff16767880371_184) | | | | | | [78](#i70f367b7f6ca43a6be3ff16767880371_184) | | |

- Our plans and expectations regarding the pending sale of the Family Dollar business;

- The direct and indirect impacts of current and potential tariffs, duties, anti-dumping or countervailing duty orders and other trade-related measures, restrictions and policies and any retaliatory counter measures, and our plans to mitigate those impacts;

- The impacts of tornado damage to our Dollar Tree distribution center in Marietta, Oklahoma, including changes within our supply chain network and expectations regarding our customer shopping experience;

| [Signatures](#i32e43194fb3d427d895b330e34fe7502_145) | | | | | | [77](#i32e43194fb3d427d895b330e34fe7502_145) | | |

- Our plans to close, relocate or re-banner stores as a result of our store portfolio optimization review;

As part of our overall strategic initiatives, we have made [removed: significant] investments in internal and external resources to support and enhance our technology infrastructure over the next several years.

As part of this technology transformation, we plan to continue [removed: growing] [added: to invest in] our information security team, enhance our cyber response plan and data privacy policies and evolve our [removed: procedures around] third-party risk [removed: management.][added: management program.]

No material cybersecurity incidents occurred in fiscal [removed: 2023,] [added: 2024,] but future incidents cannot be predicted.

Risk [removed: Factors](#i32e43194fb3d427d895b330e34fe7502_19)”] [added: Factors](#i70f367b7f6ca43a6be3ff16767880371_19)”] under the heading “Cybersecurity and Technology Risks,” forward-looking cybersecurity threats that could have a material impact on our business are discussed.

We [removed: recently performed] [added: periodically perform] tabletop exercises where we [removed: performed] [added: conduct] walkthroughs of cyber incident situations to test our response [removed: plan.][added: plan, and we plan to continue testing on a periodic basis going forward.]

In addition, in connection with our strategic review of the Family Dollar business, we are conducting a comprehensive

reassessment of our cybersecurity posture.

This evaluation focuses on how these changes affect our people, processes, and technologies.

By doing this, we ensure the ongoing protection of sensitive data and critical assets, while also maintaining alignment with our security standards.

We plan to continue testing on a periodic basis going forward.

As of February [removed: 3, 2024,] [added: 1, 2025,] we operated [removed: 16,526] [added: 8,628] stores across the contiguous United States and the District of Columbia and operated [removed: 248] [added: 253] stores within five Canadian [removed: provinces.][added: provinces, with stores predominantly ranging from 8,000 - 10,000 selling square feet.]

For additional information on store counts and square footage [removed: by segment] for the [removed: years ended February 3, 2024 and January 28, 2023,] [added: last three fiscal years,] see “[Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i32e43194fb3d427d895b330e34fe7502_43)”] [added: Operations](#i70f367b7f6ca43a6be3ff16767880371_46)”] under the caption “Overview.”

We lease [removed: the vast majority] [added: substantially all] of our stores and expect to lease [removed: the majority] [added: substantially all] of our new stores as we expand.

Our leases typically provide for a short initial lease term, generally between five and ten years, with options to [removed: extend; in some cases we have initial lease terms of up to fifteen years.][added: extend.]

Except for 0.4 million square feet of our distribution center in San Bernardino, California and short-term leases for offsite facilities, all of our distribution center capacity [added: in the United States] is owned.

Distribution services in Canada are provided by a third party from [removed: facilities] [added: two facilities, one] in British Columbia and [added: one in] Ontario.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i32e43194fb3d427d895b330e34fe7502_43)”] [added: Operations](#i70f367b7f6ca43a6be3ff16767880371_46)”] under the caption “Funding Requirements.”

As of February 1, 2025, we operated 15 distribution centers in the United States occupying a total of 14.1 million square feet.

We previously disclosed that we were making significant investments to improve climate control conditions in our distribution centers; we now expect that all of our distribution centers will be climate-controlled within the first six months of fiscal 2025.

The Dollar Tree segment includes 8,415 stores operating under the Dollar Tree and Dollar Tree Canada brands with stores predominantly ranging from 8,000 - 10,000 selling square feet.

The Family Dollar segment includes 8,359 stores operating under the Family Dollar brand with stores predominantly ranging from 6,000 - 8,000 selling square feet.

As of February 3, 2024, we operated 25 distribution centers in the United States occupying a total of 23.2 million square feet, 15 of which are primarily dedicated to serving our Dollar Tree stores and ten of which serve our Family Dollar stores.

Significant investments are underway to improve climate control conditions in our distribution centers.

Our common stock is traded on The Nasdaq Global Select Market® under the symbol “DLTR.” As of March [removed: 18, 2024,] [added: 24, 2025,] we had [removed: 2,045] [added: 1,909] shareholders of record.

We repurchased [removed: 3,905,599, 4,613,696] [added: 3,283,837, 3,905,599] and [removed: 9,156,898] [added: 4,613,696] shares of common stock on the open market at a cost of [removed: $504.3] [added: $403.6] million, [removed: $647.5] [added: $504.3] million and [removed: $950.0 million] [added: $647.5 million, including applicable excise tax,] in fiscal [removed: 2023,] [added: 2024,] fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2021,] [added: 2022,] respectively.

As of February [removed: 3, 2024,] [added: 1, 2025,] we had [removed: $1.35 billion] [added: $952.4 million] remaining under our existing $2.5 billion Board repurchase authorization.

We do not anticipate paying cash dividends on our common stock in fiscal [removed: 2024.][added: 2025.]

The following graph sets forth the yearly percentage change in the cumulative total shareholder return on our common stock during the five fiscal years ended February [removed: 3, 2024,] [added: 1, 2025,] compared with the cumulative total returns of the S&P 500 Index and the S&P 500 Consumer Discretionary Distribution & Retail Index.

The comparison assumes that $100 was invested in our common stock and in each of the foregoing indices at the market close on the last trading day of the fiscal year ended February [removed: 2, 2019,] [added: 1, 2020,] and that dividends were reinvested.

[removed: ][added: ]

| | | | February [removed: 2, 2019 | | | February] 1, 2020 | | | January 30, 2021 | | | January 29, 2022 | | | January 28, 2023 | | | February 3, 2024 | | | [added: February 1, 2025 | | |]

| S&P 500 Consumer Discretionary Distribution & Retail Index | | | 100.00 | | | [removed: 117.54] [added: 141.39] | | | [removed: 166.19] [added: 153.61] | | | [removed: 180.56] [added: 125.62] | | | [removed: 147.66] [added: 162.21] | | | [removed: 190.67] [added: 227.91] | | |

The fiscal 2024 share repurchases occurred prior to the fourth quarter.

| Dollar Tree, Inc. | | | $100.00 | | | $116.76 | | | $147.57 | | | $172.70 | | | $159.31 | | | $84.24 | | |

| S&P 500 Index | | | 100.00 | | | 117.25 | | | 144.56 | | | 132.68 | | | 160.30 | | | 202.59 | | |

The fiscal 2023 share repurchases occurred prior to the fourth quarter and the cost incurred includes the applicable excise tax.

| Dollar Tree, Inc. | | | $ | 100.00 | | $ | 90.05 | | $ | 105.14 | | $ | 132.89 | | $ | 155.52 | | $ | 143.46 | |

| S&P 500 Index | | | 100.00 | | | 121.68 | | | 142.67 | | | 175.90 | | | 161.45 | | | 195.06 | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i32e43194fb3d427d895b330e34fe7502_52)] [added: Firm](#i70f367b7f6ca43a6be3ff16767880371_76)] (PCAOB ID: 185) | | | [removed: [40](#i32e43194fb3d427d895b330e34fe7502_52)] [added: [39](#i70f367b7f6ca43a6be3ff16767880371_76)] | | |

| [Consolidated Statements of [removed: Operations](#i32e43194fb3d427d895b330e34fe7502_55)] [added: Operations](#i70f367b7f6ca43a6be3ff16767880371_79)] | | | [removed: [42](#i32e43194fb3d427d895b330e34fe7502_55)] [added: [41](#i70f367b7f6ca43a6be3ff16767880371_79)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i32e43194fb3d427d895b330e34fe7502_58)] [added: (Loss)](#i70f367b7f6ca43a6be3ff16767880371_82)] | | | [removed: [43](#i32e43194fb3d427d895b330e34fe7502_58)] [added: [42](#i70f367b7f6ca43a6be3ff16767880371_82)] | | |

| [Consolidated Balance [removed: Sheets](#i32e43194fb3d427d895b330e34fe7502_61)] [added: Sheets](#i70f367b7f6ca43a6be3ff16767880371_85)] | | | [removed: [44](#i32e43194fb3d427d895b330e34fe7502_61)] [added: [43](#i70f367b7f6ca43a6be3ff16767880371_85)] | | |

| [Consolidated Statements of Shareholders’ [removed: Equity](#i32e43194fb3d427d895b330e34fe7502_64)] [added: Equity](#i70f367b7f6ca43a6be3ff16767880371_88)] | | | [removed: [45](#i32e43194fb3d427d895b330e34fe7502_64)] [added: [44](#i70f367b7f6ca43a6be3ff16767880371_88)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i32e43194fb3d427d895b330e34fe7502_67)] [added: Flows](#i70f367b7f6ca43a6be3ff16767880371_91)] | | | [removed: [46](#i32e43194fb3d427d895b330e34fe7502_67)] [added: [45](#i70f367b7f6ca43a6be3ff16767880371_91)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i32e43194fb3d427d895b330e34fe7502_70)] [added: Statements](#i70f367b7f6ca43a6be3ff16767880371_94)] | | | [removed: [47](#i32e43194fb3d427d895b330e34fe7502_70)] [added: [46](#i70f367b7f6ca43a6be3ff16767880371_94)] | | |

| [Note 1 - Description of Business and Basis of [removed: Presentation](#i32e43194fb3d427d895b330e34fe7502_73)] [added: Presentation](#i70f367b7f6ca43a6be3ff16767880371_97)] | | | [removed: [47](#i32e43194fb3d427d895b330e34fe7502_73)] [added: [46](#i70f367b7f6ca43a6be3ff16767880371_97)] | | |

| [Note 2 - Summary of Significant Accounting [removed: Policies](#i32e43194fb3d427d895b330e34fe7502_1479)] [added: Policies](#i70f367b7f6ca43a6be3ff16767880371_100)] | | | [removed: [47](#i32e43194fb3d427d895b330e34fe7502_1479)] [added: [46](#i70f367b7f6ca43a6be3ff16767880371_100)] | | |

| [Note 3 - Supplemental Balance Sheet [removed: Information](#i32e43194fb3d427d895b330e34fe7502_76)] [added: Information](#i70f367b7f6ca43a6be3ff16767880371_103)] | | | [removed: [52](#i32e43194fb3d427d895b330e34fe7502_76)] [added: [51](#i70f367b7f6ca43a6be3ff16767880371_103)] | | |

| [Note 4 - Income [removed: Taxes](#i32e43194fb3d427d895b330e34fe7502_79)] [added: Taxes](#i70f367b7f6ca43a6be3ff16767880371_106)] | | | [removed: [52](#i32e43194fb3d427d895b330e34fe7502_79)] [added: [52](#i70f367b7f6ca43a6be3ff16767880371_106)] | | |

| [Note 5 - Commitments and [removed: Contingencies](#i32e43194fb3d427d895b330e34fe7502_82)] [added: Contingencies](#i70f367b7f6ca43a6be3ff16767880371_109)] | | | [removed: [55](#i32e43194fb3d427d895b330e34fe7502_82)] [added: [54](#i70f367b7f6ca43a6be3ff16767880371_109)] | | |

| [Note 6 - Short-Term Borrowings and Long-Term [removed: Debt](#i32e43194fb3d427d895b330e34fe7502_85)] [added: Debt](#i70f367b7f6ca43a6be3ff16767880371_112)] | | | [removed: [57](#i32e43194fb3d427d895b330e34fe7502_85)] [added: [56](#i70f367b7f6ca43a6be3ff16767880371_112)] | | |

| [Note 7 - [removed: Leases](#i32e43194fb3d427d895b330e34fe7502_88)] [added: Leases](#i70f367b7f6ca43a6be3ff16767880371_115)] | | | [removed: [59](#i32e43194fb3d427d895b330e34fe7502_88)] [added: [57](#i70f367b7f6ca43a6be3ff16767880371_115)] | | |

| [Note 8 - Fair Value [removed: Measurements](#i32e43194fb3d427d895b330e34fe7502_91)] [added: Measurements](#i70f367b7f6ca43a6be3ff16767880371_118)] | | | [removed: [60](#i32e43194fb3d427d895b330e34fe7502_91)] [added: [58](#i70f367b7f6ca43a6be3ff16767880371_118)] | | |

| [Note 9 - Shareholders’ [removed: Equity](#i32e43194fb3d427d895b330e34fe7502_94)] [added: Equity](#i70f367b7f6ca43a6be3ff16767880371_121)] | | | [removed: [61](#i32e43194fb3d427d895b330e34fe7502_94)] [added: [59](#i70f367b7f6ca43a6be3ff16767880371_121)] | | |

| [Note 10 - Stock-Based Compensation [removed: Plans](#i32e43194fb3d427d895b330e34fe7502_100)] [added: Plans](#i70f367b7f6ca43a6be3ff16767880371_124)] | | | [removed: [62](#i32e43194fb3d427d895b330e34fe7502_100)] [added: [59](#i70f367b7f6ca43a6be3ff16767880371_124)] | | |

[removed: | [Note] [added: Note] 11 [removed: - Net Income] [added: – Earnings] (Loss) Per [removed: Share](#i32e43194fb3d427d895b330e34fe7502_1520) | | | [65](#i32e43194fb3d427d895b330e34fe7502_1520) | | |][added: Share]

| [Note 12 - Employee Benefit [removed: Plan](#i32e43194fb3d427d895b330e34fe7502_97)] [added: Plan](#i70f367b7f6ca43a6be3ff16767880371_130)] | | | [removed: [65](#i32e43194fb3d427d895b330e34fe7502_97)] [added: [63](#i70f367b7f6ca43a6be3ff16767880371_130)] | | |

| [Note 13 - Segments and Disaggregated [removed: Revenue](#i32e43194fb3d427d895b330e34fe7502_103)] [added: Revenue](#i70f367b7f6ca43a6be3ff16767880371_133)] | | | [removed: [65](#i32e43194fb3d427d895b330e34fe7502_103)] [added: [64](#i70f367b7f6ca43a6be3ff16767880371_133)] | | |

| [Note 14 - Supply Chain Finance [removed: Program](#i32e43194fb3d427d895b330e34fe7502_1255)] [added: Program](#i70f367b7f6ca43a6be3ff16767880371_136)] | | | [removed: [67](#i32e43194fb3d427d895b330e34fe7502_1255)] [added: [66](#i70f367b7f6ca43a6be3ff16767880371_136)] | | |

We have audited the accompanying consolidated balance sheets of Dollar Tree, Inc. and subsidiaries (the Company) as of February [removed: 3, 2024] [added: 1, 2025] and [removed: January 28, 2023,] [added: February 3, 2024,] the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the [removed: three‑year] [added: three-year] period ended February [removed: 3, 2024,] [added: 1, 2025,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of February [removed: 3, 2024] [added: 1, 2025] and [removed: January 28, 2023,] [added: February 3, 2024,] and the results of its operations and its cash flows for each of the years in the [removed: three‑year] [added: three-year] period ended February [removed: 3, 2024,] [added: 1, 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of February [removed: 3, 2024,] [added: 1, 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March [removed: 20, 2024] [added: 26, 2025] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

- assessing the Company’s actuarial methods by comparing them to generally accepted actuarial [removed: methodologies; and][added: methodologies]

*Trade name intangible asset [removed: and goodwill] impairment*

As discussed in Notes 2 and 15 to the consolidated financial statements, the Company performs trade name intangible asset [removed: and goodwill] impairment testing on an annual basis and when events and changes in circumstances indicate possible impairment of [removed: these assets.][added: the asset.]

[removed: To] [added: When a quantitative impairment test is performed for goodwill, we] estimate the fair value of the [removed: Family Dollar] reporting unit [removed: for its impairment testing of goodwill (Family Dollar goodwill), the Company uses] [added: using] a combination of a market multiple method and a discounted cash flow method.

The impairment [removed: charges] [added: charge] for the year ended February [removed: 3, 2024 were $950.0] [added: 1, 2025 was $1,400.0] million for the Family Dollar trade [removed: name and $1,069.0 million for the Family Dollar goodwill.][added: name.]

We identified the evaluation of the Company’s [removed: impairment testing] [added: fair value] of the Family Dollar trade name [removed: and goodwill] as a critical audit matter.

Subjective auditor judgment and specialized skills and knowledge were required to evaluate the key assumptions used to estimate the fair value of the Family Dollar trade name, specifically the revenue growth rates, discount rate, and company-specific royalty [removed: rate, as well as the fair value of the Family Dollar reporting unit, specifically the revenue growth rates and discount] rate.

Minor changes to [added: certain of] these assumptions could have [removed: had] a significant effect on the fair [removed: values determined] [added: value] and the resulting assessment of the carrying value of the Family Dollar trade [removed: name and goodwill.][added: name.]

We evaluated the design and tested the operating effectiveness of certain internal controls over the [removed: goodwill and] intangible asset impairment process, including controls related to the determination and development of the identified assumptions.

- assessing the discount [removed: rates] [added: rate] by comparing [removed: them] [added: it] to a range of discount rates developed using publicly available market data for comparable companies

| (in millions, except per share data) | | | | | | February [removed: 3, 2024] [added: 1, 2025] | | | | | | [removed: January 28, 2023] [added: February 3, 2024] | | | | | | January [removed: 29, 2022] [added: 28, 2023] | | |

| Other revenue | | | | | | [removed: 22.2] [added: 15.0] | | | | | | [removed: 13.5] [added: 11.4] | | | | | | [removed: 11.4] [added: 7.7] | | |

| Selling, general and administrative expenses, excluding Goodwill impairment | | | | | | [removed: 9,144.6] [added: 4,706.9] | | | | | | [removed: 6,699.1] [added: 4,899.4] | | | | | | [removed: 5,925.9] [added: 3,017.1] | | |

| Goodwill impairment | | | | | | [removed: 1,069.0] [added: 490.5] | | | | | | [removed: —] [added: 1,069.0] | | | | | | — | | |

| Selling, general and administrative expenses | | | | | | [removed: 10,213.6] [added: 4,832.4] | | | | | | [removed: 6,699.1] [added: 4,245.2] | | | | | | [removed: 5,925.9] [added: 3,682.0] | | |

| Interest expense, net | | | | | | [removed: 106.8] | | | | | | [removed: 125.3] | | | | | | [removed: 178.9] [added: 107.5] | | |

| [Note 15 - Discontinued Operations](#i70f367b7f6ca43a6be3ff16767880371_1649267443141) | | | [66](#i70f367b7f6ca43a6be3ff16767880371_1649267443141) | | |

| [Note 16 - Subsequent Events](#i70f367b7f6ca43a6be3ff16767880371_1509) | | | [69](#i70f367b7f6ca43a6be3ff16767880371_1509) | | |

| [Note 17 – Quarterly Financial Information (Unaudited)](#i70f367b7f6ca43a6be3ff16767880371_1525) | | | [69](#i70f367b7f6ca43a6be3ff16767880371_1525) | | |

As of February 1, 2025, the Company recorded an estimated liability of $244.3 million related to continuing operations and $185.0 million related to discontinued operations.

March 26, 2025

| Net sales | | | | | | $ | 17,565.8 | | | | | $ | 16,770.3 | | | | | $ | 15,405.7 | |

| Other revenue | | | | | | 12.7 | | | | | | 10.8 | | | | | | 5.8 | | |

| Total revenue | | | | | | 17,578.5 | | | | | | 16,781.1 | | | | | | 15,411.5 | | |

| Cost of sales | | | | | | 11,284.1 | | | | | | 10,761.4 | | | | | | 9,630.2 | | |

| Operating income | | | | | | 1,462.0 | | | | | | 1,774.5 | | | | | | 2,099.3 | | |

| Interest expense, net | | | | | | 107.5 | | | | | | 112.5 | | | | | | 127.2 | | |

| Other (income) expense, net | | | | | | (29.1) | | | | | | 0.1 | | | | | | 0.4 | | |

| Income from continuing operations before income taxes | | | | | | 1,383.6 | | | | | | 1,661.9 | | | | | | 1,971.7 | | |

| Income from continuing operations | | | | | | 1,042.5 | | | | | | 1,265.8 | | | | | | 1,500.1 | | |

| Income (loss) from discontinued operations, net of tax | | | | | | (4,072.6) | | | | | | (2,264.2) | | | | | | 115.3 | | |

| Continuing operations | | | | | | $ | 4.83 | | | | | $ | 5.77 | | | | | $ | 6.72 | |

| Discontinued operations | | | | | | (18.88) | | | | | | (10.32) | | | | | | 0.52 | | |

| Continuing operations | | | | | | $ | 4.83 | | | | | $ | 5.76 | | | | | $ | 6.70 | |

| Discontinued operations | | | | | | (18.86) | | | | | | (10.30) | | | | | | 0.51 | | |

| Total diluted earnings (loss) per share of common stock | | | | | | $ | (14.03) | | | | | $ | (4.54) | | | | | $ | 7.21 | |

| Diluted | | | | | | 215.9 | | | | | | 219.9 | | | | | | 224.1 | | |

| Net income (loss) | | | | | | $ | (3,030.1) | | | | | $ | (998.4) | | | | | $ | 1,615.4 | |

| (in millions, except share and per share data) | | | | | | February 1, 2025 | | | | | | February 3, 2024 | | |

| Merchandise inventories | | | | | | 2,672.0 | | | | | | 2,495.8 | | |

| Current assets of discontinued operations | | | | | | 5,008.9 | | | | | | 3,070.4 | | |

| Goodwill | | | | | | 421.2 | | | | | | 423.3 | | |

| Deferred income taxes, net | | | | | | 260.6 | | | | | | 9.0 | | |

| Other assets | | | | | | 133.6 | | | | | | 99.4 | | |

| Noncurrent assets of discontinued operations | | | | | | — | | | | | | 7,792.0 | | |

| Accounts payable | | | | | | 1,705.8 | | | | | | 1,167.1 | | |

| Current liabilities of discontinued operations | | | | | | 4,224.9 | | | | | | 1,998.8 | | |

| Other liabilities | | | | | | 182.6 | | | | | | 143.5 | | |

| Noncurrent liabilities of discontinued operations | | | | | | — | | | | | | 2,538.5 | | |

| Net loss | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,030.1) | | | | | | (3,030.1) | | |

| Total other comprehensive loss | | | | | | — | | | | | | — | | | | | | — | | | | | | (15.6) | | | | | | — | | | | | | (15.6) | | |

| Repurchase of stock | | | | | | (3.3) | | | | | | — | | | | | | (247.0) | | | | | | — | | | | | | (153.0) | | | | | | (400.0) | | |

| Excise tax on repurchase of stock | | | | | | — | | | | | | — | | | | | | (3.6) | | | | | | — | | | | | | — | | | | | | (3.6) | | |

| Balance at February 1, 2025 | | | | | | 215.1 | | | | | | $ | 2.2 | | | | | $ | 92.9 | | | | | $ | (59.2) | | | | | $ | 3,941.5 | | | | | $ | 3,977.4 | |

| Net income (loss) | | | | | | $ | (3,030.1) | | | | | $ | (998.4) | | | | | $ | 1,615.4 | |

| Income (loss) from discontinued operations, net of tax | | | | | | (4,072.6) | | | | | | (2,264.2) | | | | | | 115.3 | | |

| [Note 15 - Goodwill and Nonamortizing Intangible Assets](#i32e43194fb3d427d895b330e34fe7502_1245) | | | [68](#i32e43194fb3d427d895b330e34fe7502_1245) | | |

| [Note 16 - Store Portfolio Optimization Review](#i32e43194fb3d427d895b330e34fe7502_1465) | | | [68](#i32e43194fb3d427d895b330e34fe7502_1465) | | |

As of February 3, 2024, the Company recorded an estimated liability of $363.5 million.

March 20, 2024

| Net sales | | | | | | $ | 30,581.6 | | | | | $ | 28,318.2 | | | | | $ | 26,309.8 | |

| Total revenue | | | | | | 30,603.8 | | | | | | 28,331.7 | | | | | | 26,321.2 | | |

| Cost of sales | | | | | | 21,272.0 | | | | | | 19,396.3 | | | | | | 18,583.9 | | |

| Operating income (loss) | | | | | | (881.8) | | | | | | 2,236.3 | | | | | | 1,811.4 | | |

| Income (loss) before income taxes | | | | | | (988.7) | | | | | | 2,110.6 | | | | | | 1,632.2 | | |

| Diluted | | | | | | 219.5 | | | | | | 224.1 | | | | | | 229.0 | | |

| Merchandise inventories | | | | | | 5,112.8 | | | | | | 5,449.3 | | |

| Goodwill | | | | | | 913.8 | | | | | | 1,983.1 | | |

| Deferred tax asset | | | | | | 9.0 | | | | | | 15.0 | | |

| Other assets | | | | | | 113.3 | | | | | | 58.2 | | |

| Accounts payable | | | | | | 2,063.8 | | | | | | 1,899.8 | | |

| Other liabilities | | | | | | 276.7 | | | | | | 245.4 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at January 30, 2021 | | | | | | 233.4 | | | | | | $ | 2.3 | | | | | $ | 2,138.5 | | | | | $ | (35.2) | | | | | $ | 5,179.7 | | | | | $ | 7,285.3 | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,327.9 | | | | | | 1,327.9 | | |

| Repurchase of stock | | | | | | (9.2) | | | | | | (0.1) | | | | | | (949.9) | | | | | | — | | | | | | — | | | | | | (950.0) | | |

| Depreciation and amortization | | | | | | 841.0 | | | | | | 767.9 | | | | | | 716.0 | | |

| Impairments, excluding goodwill | | | | | | 1,461.5 | | | | | | 40.0 | | | | | | 4.4 | | |

| Other non-cash adjustments to net income (loss) | | | | | | 20.7 | | | | | | 23.7 | | | | | | 15.7 | | |

| Loss on debt extinguishment | | | | | | — | | | | | | — | | | | | | 43.8 | | |

| Merchandise inventories | | | | | | 335.6 | | | | | | (1,085.4) | | | | | | (940.4) | | |

| Other current assets | | | | | | (60.1) | | | | | | (17.9) | | | | | | (49.9) | | |

| Other assets | | | | | | (55.7) | | | | | | (6.8) | | | | | | (2.6) | | |

| Accounts payable | | | | | | 164.4 | | | | | | 16.8 | | | | | | 403.8 | | |

| Income taxes payable | | | | | | (5.5) | | | | | | (24.5) | | | | | | (3.7) | | |

| Other current liabilities | | | | | | 193.0 | | | | | | (2.2) | | | | | | (36.5) | | |

| Other liabilities | | | | | | 35.9 | | | | | | (14.4) | | | | | | (98.2) | | |

| Net cash provided by operating activities | | | | | | 2,684.5 | | | | | | 1,614.8 | | | | | | 1,431.5 | | |

| Capital expenditures | | | | | | (2,101.3) | | | | | | (1,248.8) | | | | | | (1,021.2) | | |

| Proceeds from governmental grant | | | | | | — | | | | | | — | | | | | | 2.9 | | |

| Payments for fixed asset disposition | | | | | | (6.3) | | | | | | (5.0) | | | | | | (1.6) | | |

| Net cash used in investing activities | | | | | | (2,107.6) | | | | | | (1,253.8) | | | | | | (1,019.9) | | |

| Proceeds from long-term debt, net of discount | | | | | | — | | | | | | — | | | | | | 1,197.4 | | |

[Table of](#i32e43194fb3d427d895b330e34fe7502_7) [Contents](#i32e43194fb3d427d895b330e34fe7502_7)

Unless otherwise stated, references to “we,” “us,” and “our” in this Annual Report on Form 10-K refer to Dollar Tree, Inc. and its direct and indirect subsidiaries on a consolidated basis.

In fiscal 2023, fiscal 2022 and fiscal 2021, we recorded charges of $511.5 million, $39.9 million and $4.4 million, respectively, to write down certain assets, including $358.7 million, $20.1 million and $3.9 million in fiscal 2023, fiscal 2022 and fiscal 2021, respectively, to write down operating lease ROU assets.

Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of February [removed: 3, 2024,] [added: 1, 2025,] our disclosure controls and procedures were designed and functioning effectively to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.

Based on this assessment, our management has concluded that, as of February [removed: 3, 2024,] [added: 1, 2025,] our internal control over financial reporting is effective.

There [removed: have been] [added: were] no [added: other] changes in our internal control over financial reporting during the fiscal quarter ended February [removed: 3, 2024] [added: 1, 2025] that [removed: have] materially affected, or are reasonably likely to materially [removed: affect,] [added: effect,] our internal control over financial reporting.

We have audited Dollar Tree, Inc. and [removed: subsidiaries’] [added: subsidiaries'] (the Company) internal control over financial reporting as of February [removed: 3, 2024,] [added: 1, 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February [removed: 3, 2024,] [added: 1, 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of February [removed: 3, 2024] [added: 1, 2025] and [removed: January 28, 2023,] [added: February 3, 2024,] the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the [removed: three‑year] [added: three-year] period ended February [removed: 3, 2024,] [added: 1, 2025,] and the related notes (collectively, the consolidated financial statements), and our report dated March [removed: 20, 2024] [added: 26, 2025] expressed an unqualified opinion on those consolidated financial statements.

In fiscal 2024, we implemented a new warehouse management system in two of our distribution centers and expect to complete a phased implementation of the system to our remaining distribution centers over the next several years.

We have made changes to our internal control over financial reporting to align with the functionality and updated processes associated with the new system.

We are also updating our human capital management system and expect to implement the new system in fiscal 2025.

We will continue to monitor and modify, as needed, the design and operating effectiveness of key control activities to align with the updated business processes and capabilities of the new systems.

In fiscal 2024, we initiated a formal review of strategic alternatives for the Family Dollar business.

This strategic alternatives review concluded in the fourth quarter of fiscal 2024 and resulted in the decision to sell the Family Dollar business.

We determined that the Family Dollar business met the held for sale and discontinued operations accounting criteria.

We designed and implemented responsive control procedures related to our financial reporting, which were assessed as of February 1, 2025 during the annual operation of these controls.

March 26, 2025

We are undergoing a multi-year technology transformation which includes updating our core merchandise, warehouse management, point-of-sale, and human capital management systems.

These updates are expected to continue over the next few years and management will continue to evaluate the design and implementation of our internal controls over financial reporting as the transformation continues.

[Table of](#i32e43194fb3d427d895b330e34fe7502_7) [Contents](#i32e43194fb3d427d895b330e34fe7502_7)

March 20, 2024

During the fiscal quarter ended February [removed: 3, 2024,] [added: 1, 2025,] none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408(a) of Regulation S-K).

The information concerning our directors and executive officers required by this Item is incorporated by reference to Dollar Tree, Inc.’s Proxy Statement relating to our [removed: 2024] [added: 2025] Annual Meeting (“Proxy Statement”), under the captions “Biographies of Director Nominees” and “Information about our Executive Officers.”

The Company maintains an Insider Trading Policy that governs the purchase, sale and/or other transactions in our securities by our directors, officers and all other employees and the Company itself.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

The following table summarizes information regarding shares issuable as of February [removed: 3, 2024,] [added: 1, 2025,] under our equity compensation plans, including the number of shares of common stock subject to options, restricted stock units, deferred shares and other rights granted to employees and members of our Board of Directors; the weighted-average exercise price of outstanding options; and the number of shares remaining available for future award grants under these plans.

Additional information regarding our equity compensation plans can be found in [Note [removed: 10](#i32e43194fb3d427d895b330e34fe7502_100)] [added: 10](#i70f367b7f6ca43a6be3ff16767880371_124)] to our consolidated financial statements.

| Plans not approved by security holders2 | | | | | | [removed: 2,252,587] [added: 1,634,544] | | | | | | $ | 157.17 | | | | | — | | |

(a)Amounts represent outstanding options, restricted stock units and deferred (“phantom”) shares as of February [removed: 3, 2024.][added: 1, 2025.]

(b)Not included in the calculation of weighted-average exercise price are (i) [removed: 999,563] [added: 1,193,213] restricted stock units and (ii) [removed: 35,925] [added: 62,807] director deferred shares.

(c)The [removed: 7,478,960] [added: 6,417,745] shares remaining available for future issuance under our equity-based plans approved by security holders includes [removed: 5,065,680] [added: 4,126,741] shares remaining under our 2021 Omnibus Incentive Plan and [removed: 2,413,280] [added: 2,291,004] shares remaining under our 2015 Employee Stock Purchase Plan.

[removed: Dreiling as Executive Chairman of the Board in] [added: 2In] March 2022, [removed: Mr. Dreiling was granted] a one-time award of options to purchase 2,252,587 shares of company common stock [removed: as an employment inducement grant within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules.][added: was granted to Richard W.]

The amount shown in the table does not include [removed: 12,368] [added: 387] shares to be issued upon the exercise of options with a weighted-average exercise price of [removed: $77.01] [added: $78.10] that were granted under the Family Dollar 2006 Incentive Plan and assumed by us in connection with our merger with Family Dollar.

| Plans approved by security holders1 | | | | | | 1,421,114 | | | | | | $ | 128.16 | | | | | 6,417,745 | | |

Dreiling, who was the Executive Chairman of the Board at the time of the grant.

The grant was an employment inducement grant within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules.

Mr. Dreiling was subsequently appointed Chief Executive Officer of the company in January 2023.

In November 2024, Mr. Dreiling resigned from the Company at which point certain remaining unvested portions of the award were forfeited.

At February 1, 2025, 1,634,544 of these options remained outstanding.

| Plans approved by security holders1 | | | | | | 1,130,635 | | | | | | $ | 134.52 | | | | | 7,478,960 | | |

[Table of](#i32e43194fb3d427d895b330e34fe7502_7) [Contents](#i32e43194fb3d427d895b330e34fe7502_7)

2In connection with our employment of Richard W.

Reference is made to the Index to the Consolidated Financial Statements set forth under Part II, [Item [removed: 8](#i32e43194fb3d427d895b330e34fe7502_49)] [added: 8](#i70f367b7f6ca43a6be3ff16767880371_73)] of this Form 10-K.

| 3.1 | | | | | | [Amended and Restated Articles of Incorporation of Dollar Tree, Inc., effective October 14, [removed: 2022](http://www.sec.gov/Archives/edgar/data/935703/000093570322000073/dltr-2022x10x29x10qxex31.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/935703/000093570322000073/dltr-2022x10x29x10qxex31.htm)] | | | | | | 10-Q | | | | | | 3.1 | | | | | | 11/22/2022 | | | | | | | | |

| 3.2 | | | | | | [Amended and Restated By-Laws of Dollar Tree, Inc., effective [removed: September 19, 2023](http://www.sec.gov/Archives/edgar/data/935703/000093570323000057/ex31amendedandrestatedby.htm)] [added: February 27, 2025](https://www.sec.gov/Archives/edgar/data/935703/000093570325000007/ex31amendedandrestatedby-l.htm)] | | | | | | 8-K | | | | | | 3.1 | | | | | | [removed: 9/20/2023] [added: 2/28/2025] | | | | | | | | |

| 4.1 | | | | | | [Form of Common Stock [removed: Certificate](http://www.sec.gov/Archives/edgar/data/935703/000093570308000027/ex4_1.htm)] [added: Certificate](https://www.sec.gov/Archives/edgar/data/935703/000093570308000027/ex4_1.htm)] | | | | | | 8-K | | | | | | 4.1 | | | | | | 3/13/2008 | | | | | | | | |

| 4.2.1 | | | | | | [Indenture, dated as of April 2, 2018, between Dollar Tree, Inc., as issuer, and U.S. Bank National Association, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/935703/000104746918002427/a2235145zex-4_1.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/935703/000104746918002427/a2235145zex-4_1.htm)] | | | | | | S-3 ASR | | | | | | 4.1 | | | | | | 4/2/2018 | | | | | | | | |

| 4.2.2 | | | | | | [First Supplemental Indenture, dated as of April 19, 2018, between Dollar Tree, Inc. and U.S. Bank National Association, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/935703/000110465918025637/a18-11207_1ex4d1.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/935703/000110465918025637/a18-11207_1ex4d1.htm)] | | | | | | 8-K | | | | | | 4.1 | | | | | | 4/20/2018 | | | | | | | | |

| 4.2.3 | | | | | | [Second Supplemental Indenture, dated as of December 1, 2021, between Dollar Tree, Inc. and U.S. Bank National Association, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/935703/000110465921145538/tm2133298d6_ex4-1.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/935703/000110465921145538/tm2133298d6_ex4-1.htm)] | | | | | | 8-K | | | | | | 4.1 | | | | | | 12/1/2021 | | | | | | | | |

| 4.3 | | | | | | [Description of Securities Registered under Section 12 of the Securities Exchange Act of [removed: 1934](http://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex43.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex43.htm)] | | | | | | 10-K | | | | | | 4.3 | | | | | | 3/10/2023 | | | | | | | | |

| 10.1 | | | * | | | [Terms of director compensation (as described under the caption “Director [removed: Compensation”)](http://www.sec.gov/Archives/edgar/data/935703/000104746920002550/a2241331zdef14a.htm)] [added: Compensation”)](https://www.sec.gov/ix?doc=/Archives/edgar/data/935703/000110465924057684/tm242970d2_def14a.htm)] | | | | | | DEF 14A | | | | | | N/A | | | | | | [removed: 5/18/2022] [added: 5/7/2024] | | | | | | | | |

| [removed: 10.3] [added: 10.2] | | | * | | | [Description of Dollar Tree, Inc. Management Incentive Compensation Plan, effective for the fiscal year ending January 29, 2022 and [removed: thereafter](http://www.sec.gov/Archives/edgar/data/935703/000093570321000029/dltr-2021x05x01x10qxex101.htm)] [added: thereafter](https://www.sec.gov/Archives/edgar/data/935703/000093570321000029/dltr-2021x05x01x10qxex101.htm)] | | | | | | 10-Q | | | | | | 10.1 | | | | | | 5/27/2021 | | | | | | | | |

| [removed: 10.4.1] [added: 10.3.1] | | | * | | | [2011 Omnibus Incentive Plan effective as of March 17, [removed: 2011](http://www.sec.gov/Archives/edgar/data/935703/000093570311000028/ex10_1.htm)] [added: 2011](https://www.sec.gov/Archives/edgar/data/935703/000093570311000028/ex10_1.htm)] | | | | | | 8-K | | | | | | 10.1 | | | | | | 6/22/2011 | | | | | | | | |

| [removed: 10.4.2] [added: 10.3.2] | | | * | | | [First Amendment to the 2011 Omnibus Incentive Plan dated June 16, [removed: 2016](http://www.sec.gov/Archives/edgar/data/935703/000093570316000160/ex101amendmentto2011omnibu.htm)] [added: 2016](https://www.sec.gov/Archives/edgar/data/935703/000093570316000160/ex101amendmentto2011omnibu.htm)] | | | | | | 10-Q | | | | | | 10.1 | | | | | | 9/2/2016 | | | | | | | | |

| [removed: 10.4.3] [added: 10.3.3] | | | * | | | [2011 Omnibus Incentive Plan, as amended and restated effective June 12, [removed: 2019](http://www.sec.gov/Archives/edgar/data/935703/000093570319000045/dltr-2019x08x03x10qxex101.htm)] [added: 2019](https://www.sec.gov/Archives/edgar/data/935703/000093570319000045/dltr-2019x08x03x10qxex101.htm)] | | | | | | 10-Q | | | | | | 10.1 | | | | | | 8/29/2019 | | | | | | | | |

| [removed: 10.5] [added: 10.4] | | | * | | | [Form of Non-employee Director Option Agreement under the 2011 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/935703/000093570311000028/ex10_4.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/935703/000093570311000028/ex10_4.htm)] | | | | | | 8-K | | | | | | 10.4 | | | | | | 6/22/2011 | | | | | | | | |

| [removed: 10.6.1] [added: 10.5.1] | | | * | | | [Form of Restricted Stock Unit Agreement under the 2011 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/935703/000093570312000011/ex10_2.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/935703/000093570312000011/ex10_2.htm)] | | | | | | 8-K | | | | | | 10.2 | | | | | | 3/21/2012 | | | | | | | | |

| [removed: 10.6.2] [added: 10.5.2] | | | * | | | [Form of Restricted Stock Unit Agreement under the 2011 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/935703/000093570319000024/dltr-2019x02x02x10kxex1034.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/935703/000093570319000024/dltr-2019x02x02x10kxex1034.htm)] | | | | | | 10-K | | | | | | 10.34 | | | | | | 3/27/2019 | | | | | | | | |

| [removed: 10.7] [added: 10.6] | | | * | | | [Form of Executive Officer Nonstatutory Stock Option Agreement under the 2011 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/935703/000093570317000011/ex1054formofexecutiveoffic.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/935703/000093570317000011/ex1054formofexecutiveoffic.htm)] | | | | | | 10-K | | | | | | 10.54 | | | | | | 3/28/2017 | | | | | | | | |

| [removed: 10.8] [added: 10.7] | | | * | | | [Form of Long-Term Performance Plan Award Agreement under the 2011 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/935703/000093570320000027/dltr-2020x05x02x10qxex101.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/935703/000093570320000027/dltr-2020x05x02x10qxex101.htm)] | | | | | | 10-Q | | | | | | 10.1 | | | | | | 5/28/2020 | | | | | | | | |

| [removed: 10.9] [added: 10.8] | | | * | | | [Form of Performance Stock Unit Agreement under the 2011 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/935703/000093570319000024/dltr-2019x02x02x10kxex1033.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/935703/000093570319000024/dltr-2019x02x02x10kxex1033.htm)] | | | | | | 10-K | | | | | | 10.33 | | | | | | 3/27/2019 | | | | | | | | |

| [removed: 10.10] [added: 10.9] | | | * | | | [Dollar Tree, Inc. 2015 Employee Stock Purchase Plan, effective September 1, [removed: 2015](http://www.sec.gov/Archives/edgar/data/935703/000093570315000099/ex40dollartreeinc2015emplo.htm)] [added: 2015](https://www.sec.gov/Archives/edgar/data/935703/000093570315000099/ex40dollartreeinc2015emplo.htm)] | | | | | | S-8 | | | | | | 4.0 | | | | | | 10/28/2015 | | | | | | | | |

| [removed: 10.11] [added: 10.10] | | | * | | | [Dollar Tree and Family Dollar Supplemental Deferred Compensation [removed: Plan](http://www.sec.gov/Archives/edgar/data/935703/000093570317000043/ex101dollartreeandfamilydo.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/935703/000093570317000043/ex101dollartreeandfamilydo.htm)] | | | | | | 10-Q | | | | | | 10.1 | | | | | | 8/24/2017 | | | | | | | | |

| [removed: 10.12.1] [added: 10.11.1] | | | * | | | [2013 Director Deferred Compensation Plan, as amended and restated effective December 31, [removed: 2016](http://www.sec.gov/Archives/edgar/data/935703/000093570318000013/dltr-2018x02x03x10kxex1035.htm)] [added: 2016](https://www.sec.gov/Archives/edgar/data/935703/000093570318000013/dltr-2018x02x03x10kxex1035.htm)] | | | | | | 10-K | | | | | | 10.35 | | | | | | 3/16/2018 | | | | | | | | |

| [removed: 10.12.2] [added: 10.11.2] | | | * | | | [2013 Director Deferred Compensation Plan, as amended and restated effective June 10, [removed: 2021](http://www.sec.gov/Archives/edgar/data/935703/000093570321000033/exhibit1062013directordefe.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/935703/000093570321000033/exhibit1062013directordefe.htm)] | | | | | | 8-K | | | | | | 10.6 | | | | | | 6/11/2021 | | | | | | | | |

| [removed: 10.12.3] [added: 10.11.3] | | | * | | | [Amendment to the Dollar Tree, Inc. 2013 Director Deferred Compensation Plan, effective March 8, [removed: 2023](http://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex10123.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex10123.htm)] | | | | | | 10-K | | | | | | 10.12.3 | | | | | | 3/10/2023 | | | | | | | | |

| [removed: 10.13] [added: 10.12] | | | * | | | [Form of Change in Control Retention Agreement for Executive Officers (portions of the exhibit have been omitted pursuant to a request for confidential [removed: treatment)](http://www.sec.gov/Archives/edgar/data/935703/000093570318000058/dltr-2018x11x03x10qxex101.htm)] [added: treatment)](https://www.sec.gov/Archives/edgar/data/935703/000093570318000058/dltr-2018x11x03x10qxex101.htm)] | | | | | | 10-Q | | | | | | 10.1 | | | | | | 11/29/2018 | | | | | | | | |

| [removed: 10.14.1] [added: 10.30] | | | * | | | [Form of Executive Agreement (portions of the exhibit have been omitted pursuant to [removed: a request for confidential treatment)](http://www.sec.gov/Archives/edgar/data/935703/000093570318000058/dltr-2018x11x03x10qxex102.htm)] [added: Item 601(b)(10)(iv) of Regulation S-K).](https://www.sec.gov/Archives/edgar/data/935703/000093570324000049/ex101executiveagreement.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | [removed: 10.2] [added: 10.1] | | | | | | [removed: 11/29/2018] [added: 11/15/2024] | | | | | | | | |

| [removed: 10.14.2] [added: 10.19] | | | * | | | [Form of [removed: letter agreement amending Executive Agreements] [added: Indemnification Agreement] for [added: Directors and] Executive [removed: Officers at the level of Chiefs (EVP)](http://www.sec.gov/Archives/edgar/data/935703/000093570322000014/ex101formofletteragreement.htm)] [added: Officers](https://www.sec.gov/Archives/edgar/data/935703/000093570322000015/ex101formofindemnification.htm)] | | | | | | 8-K | | | | | | 10.1 | | | | | | 3/7/2022 | | | | | | | | |

| [removed: 10.14.3] [added: 10.31] | | | * | | | [removed: [Revised Form of Executive] [added: [Executive] Agreement [removed: for Executive Officers at the level of Chiefs (EVP)] [added: with Michael C. Creedon, Jr.] (portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation [removed: S-K)](http://www.sec.gov/Archives/edgar/data/935703/000093570322000062/dltr-2022x07x30x10qxex101.htm)] [added: S-K).](https://www.sec.gov/Archives/edgar/data/935703/000093570325000004/ex101ceoexecutiveagreement.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 10.1 | | | | | | [removed: 8/25/2022] [added: 1/21/2025] | | | | | | | | |

| [removed: 10.15.1] [added: 10.13.1] | | | * | | | [Dollar Tree, Inc. 2021 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/0000935703/000093570321000033/exhibit101dollartreeinc202.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/0000935703/000093570321000033/exhibit101dollartreeinc202.htm)] | | | | | | 8-K | | | | | | 10.1 | | | | | | 6/11/2021 | | | | | | | | |

| [removed: 10.15.2] [added: 10.13.2] | | | * | | | [First Amendment to the Dollar Tree, Inc. 2021 Omnibus Incentive Plan, effective November 29, [removed: 2022](http://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex10152.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/935703/000093570323000016/dltr-2023x01x28x10kxex10152.htm)] | | | | | | 10-K | | | | | | 10.15.2 | | | | | | 3/10/2023 | | | | | | | | |

| [removed: 10.16] [added: 10.14] | | | * | | | [Form of Performance-Based Restricted Stock Unit Agreement under the 2021 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/0000935703/000093570321000033/exhibit102performance-base.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/0000935703/000093570321000033/exhibit102performance-base.htm)] | | | | | | 8-K | | | | | | 10.2 | | | | | | 6/11/2021 | | | | | | | | |

| [removed: 10.17] [added: 10.15] | | | * | | | [Form of Long-Term Performance Plan Award Agreement under the 2021 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/0000935703/000093570321000033/exhibit103long-termperform.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/0000935703/000093570321000033/exhibit103long-termperform.htm)] | | | | | | 8-K | | | | | | 10.3 | | | | | | 6/11/2021 | | | | | | | | |

| [removed: 10.18] [added: 10.16] | | | * | | | [Form of Restricted Stock Unit Agreement (Standard) under the 2021 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/0000935703/000093570321000033/exhibit104restrictedstocku.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/0000935703/000093570321000033/exhibit104restrictedstocku.htm)] | | | | | | 8-K | | | | | | 10.4 | | | | | | 6/11/2021 | | | | | | | | |

| [removed: 10.19] [added: 10.17] | | | * | | | [Form of Non-Employee Director Nonstatutory Stock Option Agreement under the 2021 Omnibus Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/0000935703/000093570321000033/exhibit105non-employeedire.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/0000935703/000093570321000033/exhibit105non-employeedire.htm)] | | | | | | 8-K | | | | | | 10.5 | | | | | | 6/11/2021 | | | | | | | | |

| [removed: 10.20] [added: 10.18] | | | | | | [Credit Agreement, dated as of December 8, 2021, among Dollar Tree, Inc., JPMorgan Chase Bank, N.A., as agent and the lenders and other parties [removed: thereto](http://www.sec.gov/Archives/edgar/data/935703/000093570321000061/ex101creditagreement.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/935703/000093570321000061/ex101creditagreement.htm)] | | | | | | 8-K | | | | | | 10.1 | | | | | | 12/9/2021 | | | | | | | | |

| [removed: 10.24] [added: 10.20] | | | | | | [Stewardship Framework Agreement, by and between Dollar Tree, Inc. and MR Cobalt Advisor LLC, on behalf of itself and its affiliates and associates, dated March 8, [removed: 2022](http://www.sec.gov/Archives/edgar/data/935703/000110465922031501/tm228648d1_ex10-1.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/935703/000110465922031501/tm228648d1_ex10-1.htm)] | | | | | | 8-K | | | | | | 10.1 | | | | | | 3/8/2022 | | | | | | | | |

| [removed: 10.25.1] [added: 10.21.1] | | | * | | | [Executive Agreement, effective March 19, 2022, by Richard W. Dreiling and Dollar Tree, Inc. (portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation [removed: S-K)](http://www.sec.gov/Archives/edgar/data/935703/000093570322000025/ex101executiveagreement-ri.htm)] [added: S-K)](https://www.sec.gov/Archives/edgar/data/935703/000093570322000025/ex101executiveagreement-ri.htm)] | | | | | | 8-K | | | | | | 10.1 | | | | | | 3/21/2022 | | | | | | | | |

| [removed: 10.25.2] [added: 10.21.2] | | | * | | | [Amendment to Executive Agreement, dated January 25, 2023, by the company and Richard W. Dreiling](https://www.sec.gov/Archives/edgar/data/935703/000093570323000005/ex101amendmenttoexecutivea.htm) | | | | | | 8-K/A | | | | | | 10.1 | | | | | | 1/27/2023 | | | | | | | | |

| [removed: 10.26] [added: 10.22] | | | * | | | [Nonstatutory Stock Option Agreement, effective March 19, 2022, by Richard W. Dreiling and Dollar Tree, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/935703/000093570322000025/ex102nonstatutorystockopti.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/935703/000093570322000025/ex102nonstatutorystockopti.htm)] | | | | | | 8-K | | | | | | 10.2 | | | | | | 3/21/2022 | | | | | | | | |

| [removed: 10.29] [added: 10.23] | | | * | | | [Form of Performance-Based Restricted Stock Unit Agreement under the 2021 Omnibus Incentive Plan (portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation [removed: S-K)](http://www.sec.gov/Archives/edgar/data/935703/000093570323000031/dltr-2023x04x29x10qxex101.htm)] [added: S-K)](https://www.sec.gov/Archives/edgar/data/935703/000093570323000031/dltr-2023x04x29x10qxex101.htm)] | | | | | | 10-Q | | | | | | 10.1 | | | | | | 5/25/2023 | | | | | | | | |

| 10.28 | | | | | | [Plea Agreement, dated February 26, 2024.](https://www.sec.gov/Archives/edgar/data/935703/000093570324000003/ex101familydollarpleaagr.htm) *Schedules and other similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. We hereby agree to furnish a copy of any omitted schedules or other similar attachments to the U.S. Securities and Exchange Commission upon request. | | | | | | 8-K | | | | | | 10.1 | | | | | | 2/26/2024 | | | | | | | | |

| 10.29 | | | * | | | [Letter Agreement, dated May 9, 2024, by and between Dollar Tree, Inc. and Richard McNeely](https://www.sec.gov/Archives/edgar/data/935703/000093570324000020/ex101mcneelyletteragreem.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 5/10/2024 | | | | | | | | |

| 19.1 | | | | | | [Dollar Tree, Inc. Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/935703/000093570325000015/dltr-2025x02x01x10kxex191.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

[Table of](#i32e43194fb3d427d895b330e34fe7502_7) [Contents](#i32e43194fb3d427d895b330e34fe7502_7)

| 10.2.1 | | | * | | | [Change in Control Retention Agreement between Dollar Tree, Inc. and Kevin Wampler, Chief Financial Officer](http://www.sec.gov/Archives/edgar/data/935703/000093570308000087/ex10_1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 12/5/2008 | | | | | | | | |

| 10.2.2 | | | * | | | [Amendment to Change in Control Retention Agreement between Dollar Tree, Inc. and Kevin Wampler, Chief Financial Officer](http://www.sec.gov/Archives/edgar/data/935703/000093570311000048/ex10_1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 10/11/2011 | | | | | | | | |

| 10.21 | | | * | | | [Addendum to Executive Agreement, by and between Dollar Tree, Inc. and Michael Witynski, dated March 1, 2022](http://www.sec.gov/Archives/edgar/data/935703/000093570322000014/ex102addendumtoexecutiveag.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | 3/7/2022 | | | | | | | | |

| 10.22 | | | * | | | [Post-Retirement Benefits Agreement, by and between Dollar Tree, Inc. and Bob Sasser, dated March 2, 2022](http://www.sec.gov/Archives/edgar/data/935703/000093570322000014/ex103post-retirementbenefi.htm) | | | | | | 8-K | | | | | | 10.3 | | | | | | 3/7/2022 | | | | | | | | |

| 10.23 | | | * | | | [Form of Indemnification Agreement for Directors and Executive Officers](http://www.sec.gov/Archives/edgar/data/935703/000093570322000015/ex101formofindemnification.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 3/7/2022 | | | | | | | | |

| 10.27 | | | * | | | [Employment Agreement between Dollar Tree Distribution, Inc. and John Flanigan, effective May 9, 2022 (portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K)](http://www.sec.gov/Archives/edgar/data/935703/000093570322000062/dltr-2022x07x30x10qxex102.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | 8/25/2022 | | | | | | | | |

| 10.28 | | | * | | | [Letter Agreement amending the Executive Agreement between Dollar Tree, Inc. and Kevin Wampler](http://www.sec.gov/Archives/edgar/data/935703/000093570322000073/dltr-2022x10x29x10qxex101.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | 11/22/2022 | | | | | | | | |

| | | | | | | [removed: Chairman and] Chief Executive Officer | | |

| March [removed: 20, 2024] [added: 26, 2025] | | | | | | By: /s/ Jeffrey A. Davis | | |

| March [removed: 20, 2024] [added: 26, 2025] | | | | | | By: /s/ Aditya Maheshwari | | |

Each of the directors of the registrant whose signature appears below hereby appoints [removed: Jeffrey A.][added: Aditya Maheshwari and Jonathan B.]

Leiken, and [removed: each] [added: both] of them severally, as his or her attorney-in-fact to sign in his or her name and behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission any and all amendments to this report, making such changes in this report as appropriate, and generally to do all such things on their behalf in their capacities as directors and/or officers to enable the registrant to comply with the provisions of the Securities Exchange Act of 1934, and all requirements of the Securities and Exchange Commission.

| [removed: Richard W. Dreiling] [added: Michael C. Creedon Jr.] | | | (Principal Executive Officer) | | | Date | | |

| /s/ Paul C. Hilal | | | Vice Chairman | | | March [removed: 20, 2024] [added: 26, 2025] | | |

| /s/ Edward J. Kelly, III | | | [added: Chairman of the Board and] Lead Independent Director | | | March [removed: 20, 2024] [added: 26, 2025] | | |

| /s/ Cheryl W. Grisé | | | Director | | | March [removed: 20, 2024] [added: 26, 2025] | | |

| /s/ Daniel J. Heinrich | | | Director | | | March [removed: 20, 2024] [added: 26, 2025] | | |

| /s/ Mary A. Laschinger | | | Director | | | March [removed: 20, 2024] [added: 26, 2025] | | |

| /s/ Jeffrey G. Naylor | | | Director | | | March [removed: 20, 2024] [added: 26, 2025] | | |

| /s/ Diane E. Randolph | | | Director | | | March [removed: 20, 2024] [added: 26, 2025] | | |

| /s/ Bertram L. Scott | | | Director | | | March [removed: 20, 2024] [added: 26, 2025] | | |

| /s/ Stephanie P. Stahl | | | Director | | | March [removed: 20, 2024] [added: 26, 2025] | | |

| March 26, 2025 | | | | | | By: /s/ Michael C. Creedon Jr. | | |

| Date | | | | | | Michael C. Creedon Jr. | | |

| /s/ Michael C. Creedon Jr. | | | Chief Executive Officer and Director | | | March 26, 2025 | | |

| /s/ William W. Douglas, III | | | Director | | | March 26, 2025 | | |

| William W. Douglas, III | | | | | | Date | | |

| /s/ Timothy A. Johnson | | | Director | | | March 26, 2025 | | |

| Timothy A. Johnson | | | | | | Date | | |

| | | | | | | | | |

[Table of](#i32e43194fb3d427d895b330e34fe7502_7) [Contents](#i32e43194fb3d427d895b330e34fe7502_7)

| March 20, 2024 | | | | | | By: /s/ Richard W. Dreiling | | |

| Date | | | | | | Richard W. Dreiling | | |

Davis, Aditya Maheshwari, and Jonathan B.

| /s/ Richard W. Dreiling | | | Chairman and Chief Executive Officer | | | March 20, 2024 | | |

| /s/ Winnie Y. Park | | | Director | | | March 20, 2024 | | |

| Winnie Y. Park | | | | | | Date | | |