Dollar Tree (DLTR) 10-K risk factor changes: FY2025 vs FY2024

Our profitability is vulnerable to cost pressures from increases in merchandise, shipping, freight and [removed: fuel costs, wage and benefit] [added: fuel, wages, benefits] 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, [removed: tariffs, duties] [added: tariffs] and other [removed: measures that create barriers to or increase the costs associated with international trade,] [added: trade-related measures,] and store occupancy costs, whether due to inflation and economic conditions, [added: government action,] geopolitical tensions, or otherwise, would reduce our profitability.

In addition, we have experienced increases in wage rates and labor [removed: costs and] [added: costs,] distribution [removed: costs] [added: costs, and unfavorable development] in [added: self-insured general liability claims in] prior years, and we expect further increases in certain cost categories in fiscal [removed: 2025.][added: 2026.]

[removed: In addition to pressures from a tight labor market, we] [added: We also] 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: 2025.][added: 2026.]

Further, raising the price [removed: point] [added: points] of merchandise could cause customers to buy fewer [removed: products.][added: products and affect our competitive position with other retailers.]

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

- [removed: 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;

In early 2025, the United States imposed [removed: or threatened to impose] [added: a new tariff and trade policy, announcing] significant additional [removed: tariffs, including reciprocal tariffs,] [added: tariffs] on [added: a wide variety of products originating from countries worldwide, including] China, [removed: Mexico, Canada] and other countries from which we import goods.

The imposition of [removed: these or other additional] tariffs on imported merchandise or other actions against China or other countries from which we import goods, and any retaliatory actions or other responses by such countries, could [added: negatively impact product availability or] impair our ability to meet customer demand and could result in lost sales, an increase in our cost of merchandise or other adverse impacts on our operations, unless we are able to successfully offset or mitigate these impacts.

These direct and indirect impacts [added: and the collective interaction] of [removed: increased] tariffs [removed: or trade restrictions implemented by the United States, both individually] and [removed: cumulatively,] [added: other related measures, our mitigation strategies and those of our competitors, our customers’ response and consumer behavior generally, and other factors,] could have a material adverse effect on our business, financial condition and results of [removed: future] operations.

In addition, the U.S. Department of Commerce recently has conducted investigations of anti-dumping and countervailing duties with respect to [removed: paper plates and aluminum pans.][added: various goods we import from foreign countries.]

[removed: Based] [added: For example, 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 [removed: import] [added: import, including any imposed on a retroactive basis,] could increase the cost of our imported merchandise and adversely impact our operations and profit margins.

Please see [removed: *“Our] [added: “Our] profitability is vulnerable to cost pressures from increases in merchandise, shipping, freight and fuel costs, wage and benefit and other operating [removed: costs”*] [added: costs” and [Note 5](#iea154c9d14614679a298814a9196137f_100) to our consolidated financial statements under the caption “Contingencies”] for further discussion of the effect of costs on our operations.

Higher costs and disruptions in our [removed: distribution network] [added: supply chain] could have an adverse impact on our sales and profitability.

Our success is dependent on our ability to import or transport merchandise to our distribution centers and [removed: store, pick and ship] [added: deliver] merchandise to our stores in a safe, timely and cost-effective [removed: manner, and we are relying on a number of initiatives to improve upon our logistics execution, including new management systems.][added: manner.]

[removed: - *Efficient operations and management.*] Distribution centers and other aspects of our distribution network are complex and difficult to operate efficiently.

[removed: - *Distribution center capacity.* We recently have experienced capacity pressure in] [added: To support] our [removed: distribution network and] [added: growth initiatives, we] are working to expand our distribution center capacity, including to replace that lost [removed: with] [added: following the 2024 tornado that destroyed] 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 [removed: impacted, especially at Dollar Tree.][added: impacted.]

Ocean shipping and other freight costs could increase because of [added: the macroeconomic environment, armed conflicts and other geopolitical tensions, or other] shocks or disruptions in the global supply [removed: chain and as freight contracts terminate or renew.][added: chain.]

[removed: A return to more normalized costs/rates] [added: As freight contracts terminate or renew, our costs or benefits] may lag [removed: a decrease] [added: changes] in market rates based on the timing of freight contract terms.

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

Tensions in the [added: Persian Gulf and] Red Sea and traffic restrictions through the Panama Canal caused global supply chain disruptions in recent years and may continue, [removed: which] [added: which, along with ongoing conflicts in the Middle East,] could increase ocean shipping [removed: costs and] [added: costs,] transit [removed: times.][added: times and port congestion.]

Delays could potentially have a material adverse impact on future product availability, product mix, overall sales, and merchandise [removed: margins, especially at Dollar Tree.][added: margins.]

[removed: - *Labor disagreement.*] Labor disagreements, disruptions or strikes, including at ports, rail networks, transportation companies, or other parts of our distribution network may result in lost sales due to shipping delays or disruptions in the delivery of merchandise to our distribution centers or stores and increase our costs.

[removed: - *Vulnerability to natural or man-made disasters, including climate change.*] A fire, explosion or natural disaster at a port or any of our distribution or store support facilities could result in a loss of merchandise and [added: increased costs and] impair our ability to adequately stock our stores.

[removed: Some facilities are vulnerable to earthquakes, hurricanes, tornadoes or floods, and] [added: For example,] an increase in the severity and frequency of extreme weather events and patterns may increase our operating costs, disrupt manufacturing or our supply chain, change customer buying patterns, result in closures of our stores or distribution and store support centers and impede physical access to our stores.

[removed: - *Direct-to-store deliveries.*] We rely on a limited number of suppliers for certain consumable merchandise, including frozen and refrigerated products.

[added: 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, other changes] [added: Changes] in economic conditions or consumer spending habits could impact our sales or profitability.

Our growth is dependent on our ability to [removed: increase sales in existing stores and to] expand our square footage profitably.

[removed: Existing store] [added: Our ability to drive traffic and increase] sales [removed: growth] [added: in our existing stores] is critical to [removed: good operating results] [added: our success] and is dependent on a variety of factors, including merchandise quality, [added: assortment,] price, relevance and availability, [added: marketing efforts,] store operations and customer satisfaction.

If [removed: these] [added: our] initiatives [added: to improve store productivity] are [removed: unsuccessful] [added: unsuccessful, our customers do not respond favorably to these initiatives,] or we otherwise are unable to grow our sales [added: or productivity] in line with our expectations, our margins and profitability would be adversely affected.

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

We have also experienced delays in new store openings and the renovation of existing stores due to inspection, permitting and contractor [removed: delays.][added: delays and limitations on the availability of certain fixtures and equipment.]

Our [added: sales and] profitability [removed: is] [added: are] affected by [added: our product assortment and customer response to] the mix of products we sell.

[added: In addition, our product mix is affected] by [added: the supply of goods and could be negatively impacted by] various factors, including those described under [removed: “*Risks] [added: “Risks] associated with merchandise supply could adversely affect our financial [removed: performance*” on page 10] [added: performance”] and [removed: “*Higher] [added: “Higher] costs and disruptions in our [removed: distribution network] [added: supply chain] could have an adverse impact on our sales and [removed: profitability*” on page 11.][added: profitability” within this “Item 1A.]

Our success [removed: 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 [removed: prices.][added: prices, and to market such merchandise effectively to customers.]

[removed: If] [added: However, if] our [removed: sales price that is too high,] [added: value proposition does not meet customer expectations] or we do not provide a selection of [removed: popular merchandising items,] [added: merchandise that is attractive to] our [added: customers, our] products will be less [removed: attractive] [added: desirable] to our customers and our [added: traffic and] sales could suffer.

[removed: A] [added: weather or unfavorable economic conditions during the fourth quarter could cause a] reduction in sales during these [removed: periods] [added: periods, which in turn] could adversely affect our operating results, particularly operating and net income, to a greater extent than if a reduction occurred at other times of the year.

For example, we recently have experienced, and could continue to experience, increased merchandise costs associated with the tariff environment and related mitigation efforts.

In addition to pressures from a tight labor market, we recently have experienced increased labor costs in connection with our multi-price rollout.

We continue to expand and refine our multi-price assortment to deliver a broader, more relevant offering while preserving our foundational value proposition.

Although our multi-price assortment has grown, the majority of our products are priced at $1.25, and 85% of products in the average Dollar Tree store are currently priced at $2.00 or less, and we generally have fewer price bands for our goods than other retailers.

Accordingly, we may not be able to adjust our prices to effectively offset cost increases while providing

expected value.

Our ability to re-negotiate supplier terms, re-engineer products for efficiency, shift country of origin where it adds advantage or discontinue lower-margin or underperforming items, in addition to targeted retail price changes, in order to address a volatile cost environment is critical to maintaining our profitability levels.

We can give no assurance that we will be able to successfully mitigate cost pressures, maintain our profitability and competitiveness and provide our customers with desirable merchandise and value that they expect in the future.

- geopolitical tensions, international disputes or conflicts, military confrontation, blockade, war, economic sanctions, piracy, acts of terrorism or other factors affecting international shipping traffic;

Subsequently, there have been various updates and revisions to these tariffs and the United States’ tariff policy, with some tariffs delayed or temporarily paused as country-specific agreements have been negotiated with certain countries.

On February 20, 2026, the Supreme Court ruled that certain of the tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) were unlawful.

Following the Supreme Court’s decision, the United States imposed new, temporary tariffs on imports from all countries under Section 122 of the Trade Act of 1974 and could take action to invoke other laws to collect tariffs.

While the company has taken action to preserve its rights, there remains substantial uncertainty regarding the impacts of this decision on the availability, timing, and amount of potential refunds, if any, for the invalidated tariffs, the scope and duration of newly announced tariffs, and the possibility of further additional or modified tariffs or retaliatory actions.

We have actively implemented mitigation strategies to offset the impact of tariffs and other cost pressures by re-negotiating supplier terms, re-engineering products for efficiency, shifting country of origin where it adds advantage, discontinuing lower-margin or underperforming items and executing targeted retail price changes.

We experienced increased costs during fiscal 2025 related to the implementation of these mitigation strategies, including significant labor and other discrete costs related to price changes, and our results could continue to be negatively impacted by tariffs

and related measures in the future.

We expect tariff volatility to persist in the near-term, and implementation costs associated with our mitigation strategies may continue to be experienced before the benefits from those efforts are expected to materialize.

Further, there is no guarantee that we will be able to successfully mitigate the impact of tariffs through one or more of the foregoing strategies or that our customers will respond favorably to the implementation of these strategies.

The competitiveness of our products could be reduced if our competitors are able to react quickly to changes in the tariff environment to increase the relative value of their products or are otherwise able to offset the impact of tariffs.

We are executing on a number of initiatives to modernize our distribution network, expand distribution center capacity, enhance warehouse management systems, and improve transportation systems.

These initiatives are expected to increase our costs in the short term.

- *Efficient operations and management*.

- *Distribution center capacity*.

In 2025, we purchased a distribution center outside of Phoenix, Arizona that we plan to open in 2026 and broke ground on a new distribution center in Marietta, Oklahoma that is expected to be fully operational by 2027.

- *Shipping costs.* While we experienced lower domestic and import freight costs in fiscal 2025, we expect those costs to increase in the future.

We could experience increased freight costs due to shifts in country of origin to mitigate tariff impacts and increased spot market usage.

- *Trucking and fuel costs*.

We have experienced in recent years, and could continue to experience, difficulties in sourcing adequate truck drivers, which could increase our costs or require us to increase our use of more expensive surge carriers to transport our merchandise.

In addition, we could experience increased costs related to fuel prices due to ongoing conflicts in the Middle East and Ukraine and other geopolitical tensions.

- *Shipping disruptions*.

- *Labor disagreement*.

- *Vulnerability to natural or man-made disasters, including climate change*.

Some of our facilities are in areas that are vulnerable to earthquakes, hurricanes, tornadoes or floods, such as the tornado that destroyed our Marietta, Oklahoma distribution center in 2024 and resulted in the loss of inventory and the facility itself as well as additional distribution and storage costs.

In addition, the potential long-term impacts of a changing climate may be widespread and unpredictable and present the possibility of physical risks (such as extreme weather conditions or rising sea levels) and transition risks (such as regulatory changes and reputational considerations).

- *Direct-to-store deliveries*.

Our growth is dependent on our ability to increase sales in existing stores.

Our strategic plan includes improvements in store productivity through initiatives to improve store standards and operational consistency, refresh and renovation programs, shelf productivity optimization, and elevated store execution and cleanliness.

In certain cases, we have obtained substantial numbers of leases from other retailers, either by assumption in bankruptcy or by sublease of their closed stores, which may subject us to risks relating to their creditworthiness, such as to the original landlords.

We continue to expand and refine our multi-price assortment to deliver a broader, more relevant offering while preserving our foundational value proposition.

Further, our failure to drive brand clarity and loyalty around our expanded product assortment could negatively affect our customer’s perception of our value proposition or harm our reputation.

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.

Separately, government or industry actions addressing the impact of climate change, or shifts in customer preferences for more sustainable products, or our adoption of goals or initiatives aligned with related stakeholder expectations may result in increases in our merchandise or operating 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.

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.

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.

We can give no assurance that we will be able to adjust our product assortment, operate more efficiently or increase our comparable store net sales in the future.

Please see “[Item 7.

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

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.

We have also experienced and could continue to experience challenges in attracting and retaining an adequate and reliable workforce.

Although we have offered enhanced wages in certain markets to address the shortage of labor at our distribution centers, such measures have increased our costs and are expected to continue to increase our costs, which could have an adverse effect on our margins and profitability.

- *Shipping costs.* We have previously experienced significant changes in freight costs.

- *Trucking and diesel fuel costs.* We have experienced significant increases in trucking costs in recent years due to a truck driver shortage and other factors.

The truck driver shortage also required us to increase our use of more expensive surge carriers to transport our merchandise.

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 of private brand items has been an important component of our sales growth and gross profit rate enhancement plans.

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

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

We have embarked on several initiatives to increase our sales and profitability, some of which remain in the early stages.

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

For more information, see “[Item 7.

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

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.

In addition, we have experienced delays in new store openings due to limitations on the availability of certain fixtures and equipment.

Our gross profit margin decreases when we increase the proportion of higher cost goods we sell.

For example, some of our consumable products carry higher costs than other goods, so our gross profit margin will be negatively impacted as the percentage of our sales from higher cost consumable products increases.

Imported merchandise and private label goods generally carry lower costs than domestic goods.

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 are continuing to refine our pricing strategy and expand our multi-price assortment at Dollar Tree to provide value to our customers and increase customer traffic and loyalty and store productivity.

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

Financial Statements and Supplementary [removed: Data](#i70f367b7f6ca43a6be3ff16767880371_73)”] [added: Data](#iea154c9d14614679a298814a9196137f_64)”] of this Form 10-K.

[removed: During fiscal 2024,] [added: We concluded] the [added: assets of the] Family Dollar business met the [added: criteria for classification as] held for sale [removed: and discontinued operations accounting criteria.][added: during the fourth quarter of fiscal 2024.]

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

Our net sales are derived from the sale of [removed: merchandise.][added: merchandise at new stores and at comparable stores.]

[removed: Sales vary at] [added: We use comparable store net sales to evaluate the performance of] our existing stores from one year to the next.

[removed: We refer to this as a change in comparable store net sales, because we] [added: Comparable stores] include only those stores that are open throughout both of the periods being compared, beginning after the first fifteen months of operation.

We include sales from stores expanded, relocated or remodeled during the year in the calculation of comparable store net [removed: sales, which has the effect of increasing our comparable store net] sales.

[removed: 2024] [added: 2025] Financial Highlights

Financial highlights for the fiscal year ended [removed: February 1, 2025,] [added: January 31, 2026,] as compared to the fiscal year ended February [removed: 3, 2024,] [added: 1, 2025,] include:

- Net sales increased [removed: 4.7%] [added: 10.4%] to [removed: $17,565.8 million,] [added: $19,395.7 million] due to a [removed: 1.8%] [added: 5.3%] comparable store net sales increase and net sales of [removed: $1.1] [added: $1.4] billion at non-comparable stores.

- Selling, general and administrative expenses, as a percentage of total revenues, increased [removed: 220] [added: 70] basis points to [removed: 27.5%.][added: 28.2%.]

- Operating income, as a percentage of total revenues, [removed: decreased 230] [added: increased 20] basis points to [removed: 8.3%.][added: 8.5%.]

- The effective tax rate [removed: increased to 24.7%] [added: was 24.8%, an increase of 10 basis points as] compared to [removed: 23.8% in] the prior year.

- Income from continuing operations was [removed: $1,042.5] [added: $1,225.3] million, or [removed: $4.83] [added: $5.94] per diluted share, compared to [removed: $1,265.8] [added: $1,042.5] million, or [removed: $5.76] [added: $4.83] per diluted [removed: share.][added: share in the prior year.]

Store Activity [removed: &] [added: and] Selected Sales Data

At [removed: February 1, 2025,] [added: January 31, 2026,] we operated stores in 48 states and the District of Columbia, as well as stores in [removed: five] [added: seven] Canadian provinces.

The average size of stores opened in fiscal [removed: 2024] [added: 2025] was approximately [removed: 10,990] [added: 9,210] selling square feet.

| | | | [removed: February 1, 2025] [added: January 31, 2026] | | | | | | February [removed: 3, 2024] [added: 1, 2025] | | | | | | [removed: January 28, 2023] [added: February 3, 2024] | | |

| Beginning | | | [removed: 8,415] [added: 8,881] | | | | | | [removed: 8,134] [added: 8,415] | | | | | | [removed: 8,061] [added: 8,134] | | |

| New stores | | | [removed: 525] [added: 402] | | | | | | [removed: 333] [added: 525] | | | | | | [removed: 131] [added: 333] | | |

| Stores converted from [removed: or to] Family Dollar | | | [removed: 12] [added: 71] | | | | | | [removed: 15] [added: 12] | | | | | | [removed: (5)] [added: 15] | | |

| Closings | | | [removed: (71)] [added: (72)] | | | | | | [removed: (67)] [added: (71)] | | | | | | [removed: (53)] [added: (67)] | | |

| Ending | | | [removed: 8,881] [added: 9,282] | | | | | | [removed: 8,415] [added: 8,881] | | | | | | [removed: 8,134] [added: 8,415] | | |

| Relocations | | | [removed: 22] [added: 9] | | | | | | [removed: 31] [added: 22] | | | | | | [removed: 28] [added: 31] | | |

| Beginning | | | [removed: 73.1] [added: 78.4] | | | | | | [removed: 70.5] [added: 73.1] | | | | | | [removed: 69.7] [added: 70.5] | | |

| New stores | | | [removed: 5.8] [added: 3.7] | | | | | | [removed: 3.1] [added: 5.8] | | | | | | [removed: 1.1] [added: 3.1] | | |

| Stores converted from [removed: or to] Family Dollar* | | | [removed: 0.1] [added: 1.1] | | | | | | 0.1 | | | | | | [removed: —] [added: 0.1] | | |

| Closings | | | (0.6) | | | | | | (0.6) | | | | | | [removed: (0.4)] [added: (0.6)] | | |

| Ending | | | [removed: 78.4] [added: 82.6] | | | | | | [removed: 73.1] [added: 78.4] | | | | | | [removed: 70.5] [added: 73.1] | | |

Similarly, stores converted from a Family Dollar store to a Dollar Tree [removed: store, or vice versa,] [added: store] are reflected in the table above when they [removed: opened or closed, respectively.][added: re-opened as a Dollar Tree store.]

Fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2022] [added: 2024,] which ended on [added: January 31, 2026 and] February 1, [removed: 2025 and January 28, 2023,] [added: 2025,] respectively, each included 52 weeks.

| | | | | | | [removed: February 1, 2025] [added: January 31, 2026] | | | | | | February [removed: 3, 2024] [added: 1, 2025] | | | | | | [removed: January 28, 2023] [added: February 3, 2024] | | |

| Sales Growth | | | | | | [removed: 1.8] [added: 5.3] | | % | | | | [removed: 5.8] [added: 1.8] | | % | | | | [removed: 9.0] [added: 5.8] | | % |

| Change in Customer Traffic | | | | | | [removed: 1.6] [added: 1.0] | | % | | | | [removed: 7.4] [added: 1.6] | | % | | | | [removed: (3.9)] [added: 7.4] | | % |

| Change in Average Ticket | | | | | | [removed: 0.1] [added: 4.3] | | % | | | | [removed: (1.5)] [added: 0.1] | | % | | | | [removed: 13.4] [added: (1.5)] | | % |

The comparable store net sales change for the years ended [added: January 31, 2026 and] February 1, 2025 [removed: and January 28, 2023] is based on a 52-week comparison for both periods included in the calculation.

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

| Net sales per selling square foot | | | | | | [removed: $232] [added: $241] | | | | | | [removed: $234] [added: $232] | | | | | | [removed: $220] [added: $234] | | |

For information on discontinued operations, refer to [Note [removed: 2](#i70f367b7f6ca43a6be3ff16767880371_100)] [added: 2](#iea154c9d14614679a298814a9196137f_91)] to our consolidated financial statements under the caption “Assets Held for Sale and Discontinued Operations” and [Note [removed: 15](#i70f367b7f6ca43a6be3ff16767880371_1649267443141).][added: 15](#iea154c9d14614679a298814a9196137f_130).]

| (in [removed: millions, except percentages)] [added: millions)] | | | | | | [removed: February 1, 2025] [added: January 31, 2026] | | | | | | [removed: February 3, 2024] [added: February 1, 2025] | | | | | | [removed: January 28, 2023] [added: February 3, 2024] | | |

This section of Form 10-K generally discusses fiscal 2025 and fiscal 2024 events and results, and year-to-year comparisons between fiscal 2025 and fiscal 2024.

Discussions of fiscal 2023 items and year-to-year comparisons between fiscal 2024 and fiscal 2023 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 February 1, 2025.

- Gross profit increased 12.2% to $7,050.7 million primarily due to the 5.3% comparable store net sales increase, our net store growth, and lower freight costs.

Gross profit, as a percentage of net sales, increased 60 basis points to 36.4%.

- Transition services agreement income, net was $54.9 million resulting from services provided to Family Dollar following the sale.

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

Comparable store sales measures vary across the retail industry.

As a result, our comparable store net sales calculation is not necessarily comparable to similarly titled measures reported by other companies.

| | | | | | | January 31, 2026 | | | | | | February 1, 2025 | | | | | | February 3, 2024 | | |

We continue to execute on strategic initiatives to accelerate profitable growth for Dollar Tree as a standalone banner following the sale of Family Dollar.

At our 2025 Investor Day held on October 15, 2025, we outlined our strategic plan that will help drive profitable sales growth: (i) expanding and enhancing our product assortment, (ii) managing costs with agility and discipline, (iii) strengthening our customer connection through data-driven marketing and other initiatives, (iv) opening new stores and improving store conditions, and (v) improving store operations and consistent execution to enhance the experience for our customers and our associates – all supported by supply chain enhancements, disciplined financial management, technology and investment in our people.

*Expanded and Enhanced Assortment*.

A central pillar of our strategy is expanding and refining our multi-price assortment to deliver a broader, more relevant offering while preserving our foundational value proposition.

Our multi-price strategy is designed to increase basket size and drive margin expansion by introducing complementary products, new categories, larger pack sizes, and select branded and licensed items that we could not historically offer under a single price point.

As of January 31, 2026, we carried our expanded multi-price assortment in the majority of our stores.

We are also expanding customer access through digital and delivery partnerships.

In August 2025, we announced a nationwide partnership with Uber to bring the Uber Eats platform to our stores.

As of January 31, 2026, over 8,800 Dollar Tree stores were serviceable through Uber Eats.

*Agile Cost Management.* We are implementing cost management strategies designed to mitigate cost pressures both in how we buy and distribute our products as well as the selling, general and administrative costs to support the business.

Our merchandising approach includes five primary levers: renegotiating supplier terms, re-engineering products for efficiency, shifting country of origin where advantageous, discontinuing lower-margin or underperforming items, and executing targeted retail price adjustments when appropriate.

During fiscal 2025, the volatile tariff environment and the implementation of these mitigation strategies resulted in increased costs, including significant labor and other discrete costs related to price adjustments, which also impacted our net sales.

The tariff environment remains fluid, and we expect our results to continue to be impacted by near-term challenges, potentially including higher costs due to increases or variability in tariffs.

Further, we may experience implementation costs associated with our mitigation strategies that impact us before the benefits from those efforts are expected to materialize.

On February 20, 2026, the U.S. Supreme Court ruled that certain of the tariffs imposed last year under the International Emergency Economic Powers Act (“IEEPA”) were unlawful.

We are taking action to preserve our rights to refunds for these IEEPA tariffs, but the availability, timing, and amount of any potential refunds remains highly uncertain and subject to further legal, regulatory, and administrative developments.

Following the Supreme Court’s decision, the United States imposed new, temporary tariffs on imports from all countries under section 122 of the Trade Act of 1974 and could take action to invoke other laws to collect additional tariffs.

There remains substantial uncertainty regarding the impacts of this decision on existing tariffs, the scope and duration of any newly announced tariffs, and the possibility of further additional or modified tariffs or retaliatory actions.

As a result, our margins and operating results could vary significantly.

Beyond addressing the cost of goods sold, our strategy includes disciplined management of operating expenses.

Following the sale of Family Dollar, we are reshaping our organization to align with the needs of the standalone Dollar Tree business, with a focus on operating leverage and scalable profitability.

Our long-term objective includes reducing corporate selling, general and administrative expenses as a percentage of net sales through improved productivity, cost optimization, and right-sizing initiatives.

*New Store Growth and Improved Conditions.* We continue to expand our store footprint while investing to modernize and optimize our fleet.

We operate more than 9,200 stores and believe we have ample opportunities for new store growth in the future, supported by disciplined site selection and capital allocation.

Our modernization efforts include refresh and renovation programs, which are designed to improve the customer shopping experience.

*Improved Store Operations.* We are focused on improving store standards and operational consistency to enhance the in-store experience and optimize shelf productivity.

These actions are intended to strengthen customer connection, increase traffic and basket size, and drive higher returns on invested capital.

We are modernizing our distribution network to improve flexibility, speed, and efficiency, including investments in expanded and optimized distribution center capacity, enhanced warehouse management systems, transportation improvements, and selective automation initiatives.

In April 2025, we announced plans to return to Marietta, Oklahoma, with a new, enhanced distribution center expected to be fully operational by spring 2027, with capacity to serve approximately 700 stores across the West and Southwest regions.

Reconstruction of the Marietta, Oklahoma distribution center commenced in September 2025.

In October 2025, we announced the purchase of a 1.25 million square foot distribution center outside Phoenix, Arizona, expected to open in spring 2026 and service stores in Arizona, Colorado, Nevada, New Mexico, and Utah.

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

Overview

We are a leading operator of more than 8,800 retail discount stores, as of February 1, 2025, offering merchandise predominantly at the opening price point of $1.25, with additional offerings at higher price points.

Two major factors tend to affect our net sales trends.

First is our success at opening new stores.

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

The 53rd week in fiscal 2023 accounted for $307.0 million of the total net sales.

- Gross profit increased 4.5% to $6,281.7 million as a result of our net store growth.

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.

| Relocations* | | | — | | | | | | — | | | | | | 0.1 | | |

We continue to execute on a number of strategic initiatives 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, and in no particular order, the following:

*Dollar Tree Merchandising.* We continue to expand our brand assortment at the $1.25 price point to provide greater value to our customers and increase customer traffic and store productivity.

We are continuing to expand our multi-price product assortment, which began with the introduction of $3 and $5 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 product at varying price points.

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.

*Our Workforce & Our Workplace.* 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 the in-store experience through renovations and customer service enhancements.

Our supply chain initiatives include expanding and enhancing our distribution and transportation network, including investments in our 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.

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

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

*Technology Investment.* We continue our multi-year plan for significant investment in our technology across our business, including our mobile apps, human capital management system and supply chain system.

We believe these improvements can promote operational efficiencies and deliver an elevated customer experience.

*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.

The liabilities related to our self-insurance programs, which include general liability claims, are estimates that require judgment and the use of assumptions.

See the “[Critical Accounting Estimates and Assumptions](#i70f367b7f6ca43a6be3ff16767880371_67)” later in this “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information on the estimates and assumptions related to these liabilities.

Such estimates are inherently uncertain, and future changes in claim trends and assumptions could result in significant adjustments to our liabilities, which could materially and adversely affect our results of operations.

*Family Dollar Store Portfolio Optimization and Strategic Alternatives Reviews.* 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 the portfolio optimization review, we 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.

As of February 1, 2025, we had closed approximately 695 stores identified under the portfolio optimization review.

During the second quarter of fiscal 2024, we announced that we had initiated a formal review of strategic alternatives for the Family Dollar business, which could have included among others, a potential sale, spin-off or other disposition of the business.

Our exposure to interest rate risk [removed: primarily] relates to our [removed: revolving credit facility,] [added: Five-Year Credit Facility,] our [added: 364-Day Revolving Credit Facility, borrowings under our] commercial paper program, and any future [removed: registered offerings of senior notes] [added: debt transactions] to raise [removed: new] capital or replace existing maturities.

At January 31, 2026, we had no borrowings outstanding under our credit facilities or our commercial paper program.

At February 1, 2025, there were no borrowings outstanding under the revolving credit facility or the commercial paper program.

At [removed: February 1, 2025,] [added: January 31, 2026,] we operated [removed: 8,628] [added: approximately 9,000] stores across 48 states and the District of Columbia and [removed: operated 253] [added: approximately 275] stores across [removed: five] [added: seven] Canadian provinces.

These initiatives are discussed [removed: further] below and in “[Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i70f367b7f6ca43a6be3ff16767880371_46).”][added: Operations](#iea154c9d14614679a298814a9196137f_46).”]

For information on discontinued operations, refer to [Note [removed: 2](#i70f367b7f6ca43a6be3ff16767880371_100)] [added: 2](#iea154c9d14614679a298814a9196137f_91)] to our consolidated financial statements under the caption “Assets Held for Sale and Discontinued Operations” and [Note [removed: 15](#i70f367b7f6ca43a6be3ff16767880371_1649267443141).][added: 15](#iea154c9d14614679a298814a9196137f_130).]

Through a partnership with Instacart, our customers can shop online and receive same-day delivery from more than [removed: 7,400] [added: 8,400] Dollar Tree stores, as of [removed: February 1, 2025,] [added: January 31, 2026,] without having to visit a store.

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

[added: 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.

Our stores [added: serve customers with a broad range of income levels principally in suburban locations and] predominantly range from 8,000 - 10,000 selling square feet.

We carry approximately [removed: 8,600] [added: 8,400] items in our stores, and as of the end of fiscal [removed: 2024] [added: 2025,] approximately [removed: 33%] [added: 40%] of our items were automatically replenished.

Through automatic replenishment, store-specific allocations and DSD vendors, each store is able to [removed: satisfy] [added: tailor to] the demands of [removed: their] [added: its] particular customer base.

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](#i70f367b7f6ca43a6be3ff16767880371_133)] [added: 13](#iea154c9d14614679a298814a9196137f_124)] to our consolidated financial statements.

Our marketing efforts are primarily focused on driving store traffic by providing value to our customers through [removed: 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.

[removed: Historically,] [added: Historically and in fiscal 2025,] no merchandise vendor has accounted for more than 10% of total merchandise purchased by the company.

We currently operate [removed: 15] [added: 16] distribution centers in the United States.

The remaining store inventory, primarily perishable consumable items and other vendor-maintained display items, are delivered directly to our stores from vendors or [removed: third party] [added: third-party] distributors.

Risk [removed: Factors](#i70f367b7f6ca43a6be3ff16767880371_19)”] [added: Factors](#iea154c9d14614679a298814a9196137f_19)”] and “[Item 7.

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

Our competitors include dollar stores, mass merchandisers, [added: warehouse clubs,] online retailers, discount retailers, drug stores, convenience stores, independently-operated discount stores, grocery stores and a wide variety of other retailers.

These laws and regulations relate to, among other things, the operation of our facilities and the sale of products, including without limitation product and food safety, [removed: marketing] [added: marketing, labeling or pricing; information security] and [removed: labeling;] [added: privacy; artificial intelligence;] labor and [removed: employment, including wage] [added: employment; employee wages] and [removed: hour, benefits, healthcare] [added: benefits; health] and workplace [removed: safety; pricing;] [added: safety (including Occupational Safety and Health Administration rules);] antitrust and fair competition; [removed: privacy] [added: imports] and [removed: information security;] [added: customs;] tariff and trade; [removed: energy and] [added: taxes; bribery; climate change;] environmental [removed: protection;] [added: compliance;] financial reporting and disclosure; licensing; [removed: intellectual property;] and [removed: taxes.][added: intellectual property.]

Risk [removed: Factors](#i70f367b7f6ca43a6be3ff16767880371_19).”][added: Factors](#iea154c9d14614679a298814a9196137f_19).”]

Our [removed: business success,] [added: associate engagement,] customer [removed: satisfaction] [added: satisfaction,] and [removed: employee engagement] [added: overall business success] are built upon our dedicated associates who work and live in the communities we serve.

Our [removed: Human Resources team,] [added: People team (Human Resources),] with oversight from our Board of Directors and its committees, develops and executes programs for compensation and benefits, onboarding and training, professional and leadership development, performance management, recognition and succession planning.

Associates may be eligible for other benefits including [added: healthcare navigation and advocacy support,] educational assistance, disability and life insurance as well as paid maternity and parental leave.

We recognize that our [removed: customer base] [added: associates, customers,] and the communities we serve are [removed: highly] diverse, and we seek to create an environment [removed: in which the unique skills and perspectives of our associates] [added: that values] and [removed: customers are understood, respected] [added: appreciates different skills, experiences,] and [removed: appreciated.][added: perspectives.]

[removed: Throughout the organization, we] [added: Our Asset Protection department, and teams dedicated to Environmental, Health and Safety and Workplace Violence Prevention,] operate with a commitment to “Safety First, Safety Always,” with the shared understanding that a safe working environment is the responsibility of every associate.

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

| | | | | | | Store and Distribution Center Associates | | | | | | [removed: | | | | | |] [added: Store Support Center Associates] | | | | | | [added: Total] | | |

We continue to execute on a number of strategic initiatives across our business to drive profitable growth for Dollar Tree as a standalone banner following the sale of Family Dollar.

During our 2025 Investor Day held on October 15, 2025, we outlined our operational strategy for the years ahead, including an expanded, more relevant assortment, agile cost management, a more connected customer experience in stores, new store growth, and improved store conditions and operations, supported by an evolving supply chain, disciplined financial management and investment in our people.

On July 5, 2025, we completed our previously announced sale of the Family Dollar business to 1959 Holdings, LLC.

Total cash generated from the sale approximated $793 million, consisting of approximately $680 million of net proceeds, including from settlement of net working capital and net indebtedness, and approximately $113 million monetized primarily through a reduction of net working capital prior to the date of sale.

The operating results of the Family Dollar business are reported as discontinued operations for all periods presented.

All discussion within this Annual Report on Form 10-K, including amounts, percentages and disclosures for all periods presented, reflect only the continuing operations of the Company unless otherwise noted.

Our culture is designed to support consistent execution across a large and growing store base while fostering a welcoming experience for customers and an engaging work environment for associates.

We emphasize accountability, inclusion, empowerment, operational excellence, and integrity in how we lead and how we operate.

These principles are embedded in our day-to-day execution through clear performance expectations, frequent communication, and a continuous improvement mindset across all levels of the organization.

Our operating model emphasizes standardized store practices, disciplined execution, and shared ownership of results, which we believe are critical to maintaining store standards, improving productivity, and supporting scalable growth.

We actively invest in our associates through training, leadership development, and internal advancement opportunities, with a focus on building operational capability and reducing turnover.

Open, two-way communication channels enable associates to understand our strategic priorities, provide feedback, and remain aligned with business objectives.

We believe this approach strengthens execution at the store level, enhances the customer experience, and supports long-term performance.

Our people programs and focus on belonging reinforce these behaviors and support a stable, engaged workforce as we continue to expand and evolve the Dollar Tree brand.

As discussed at the recent 2025 Investor Day, we’re focused on expanding our footprint while elevating store conditions and operating standards to deliver a consistent experience for our associates and customers, strengthen customer connection, and drive profitable growth through improved store-level execution and productivity.

To achieve this, we are executing projects to optimize and modernize our stores, with a focus on improving shelf space productivity, enhancing the consistency of the in-store experience through targeted refresh and renovation programs, and supporting improved store-level performance.

We believe these initiatives support improved execution, a more consistent customer experience, and stronger returns on invested capital over time.

Our Merchandise

Closeout merchandise generally consists of discretionary merchandise, whereas the majority of promotional merchandise consists of consumable merchandise.

We offer a broad selection of nationally advertised brands from leading manufacturers.

Our private‑label products provide additional value across both consumable and discretionary categories, offering quality comparable to national brands as well as opening‑price‑point alternatives.

As part of our overall merchandise strategy, we continue to expand our private‑label assortment to enhance value for customers and strengthen our merchandise mix.

In addition to our $1.25 price point, we continue to expand our multi-price offerings to provide a broader, more relevant assortment and differentiated value to our customers.

In August 2025, we announced a nationwide partnership with Uber to bring the Uber Eats platform to our stores, offering customers on-demand access to and delivery of value-driven essentials, snacks, party supplies and seasonal surprises.

As of January 31, 2026, over 8,800 Dollar Tree stores were serviceable through Uber Eats.

Marketing

We are actively implementing mitigation strategies to offset the impact of cost pressures and inflation, including tariffs, by re-negotiating supplier terms, re-engineering products for efficiency, shifting country of origin where it adds advantage, discontinuing lower-margin or underperforming items and executing targeted retail price changes.

We believe our mitigation strategies will allow us to protect our margins and maintain our competitiveness over the long term and, most importantly, keep providing our customers with the value, convenience, and discovery they expect for the products they need to help live and celebrate their lives.

We’re optimizing our supply chain network, executing a multi-year plan to expand and modernize our distribution centers, add capacity, and strengthen transportation.

Investments are underway for enhancements in automation in existing buildings to improve efficiency, as well as improvements in inventory management capabilities and upgrades to our warehouse management systems.

In April 2025, we announced plans to return to Marietta, Oklahoma, with a new, enhanced distribution center expected to be fully operational by spring 2027, with capacity to serve approximately 700 stores across the West and Southwest regions.

Reconstruction of the Marietta, Oklahoma distribution center commenced in September 2025.

In October 2025, we announced the purchase of a 1.25 million square foot distribution center outside Phoenix, Arizona, expected to open in spring 2026 and service stores in Arizona, Colorado, Nevada, New Mexico, and Utah.

Properties](#iea154c9d14614679a298814a9196137f_28).”

Management’s Discussion and Analysis of Financial Condition and Results of Operations](#iea154c9d14614679a298814a9196137f_46).”

In fiscal 2025, we deepened our Dollar Tree leadership culture by defining our Leadership Framework which sets clear expectations of leadership at every level and provides a common language for how we will lead with purpose and stay rooted in our shared values.

We also expanded leadership academy offerings to not only our field district managers but to our supply chain, field and Store Support Center directors.

Additionally, we launched formal high potential director and vice president leadership development programs to build our internal talent pipeline to support our future growth.

- *Culture and belonging.* Our goal is to foster a culture of inclusion and belonging in which each associate feels respected, supported, and able to contribute.

We support this goal through associate training focused on workplace respect, collaboration, and inclusive engagement, as well as through associate resource groups (“ARGs”) open to all associates that encourage professional development, mentoring, community involvement, cross-functional collaboration, and customer engagement.

We are committed to growing our business through new store openings, expanded geographies, improved product offerings, store renovations and remodeling, investments in our workforce and other initiatives to modernize and optimize our stores, our supply chain and distribution network and our technology.

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.

Our core values drive how we treat our customers and each other to support a welcoming shopping experience and an engaging work environment.

At every level of our organization, we build our culture by serving with accountability, inspiring belonging, championing empowerment, operating with excellence, and acting with integrity.

We focus our ways of working on open, frequent communication and approach our roles with a continuous improvement mindset.

Our communication vehicles foster two-way dialogue and offer continuous touchpoints for associates to hear about our strategy, values and ways of working, 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 culture and belonging, reinforce our shared values and behaviors.

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

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

We are continuing to expand our multi-price product assortment, which began with the introduction of $3 and $5 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 product at varying price points.

In addition, direct

Marketing & Retail Media

We also believe our ability to negotiate with our vendor partners enables us to manage the margin impact of economic pressures.

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.

We continue to make investments in our 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 category.

The RotaCarts are nestable, allowing for easy return to the distribution centers.

Properties](#i70f367b7f6ca43a6be3ff16767880371_28).”

These other retail companies operate stores in many of the areas where we operate, and many of them engage in extensive advertising and marketing efforts.

In

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.

- *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.

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

Each ARG is supported by an executive sponsor and a Human Resources partner to ensure efforts are aligned with the business.

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

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

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

For information regarding legal proceedings in which we are involved, please see [Note [removed: 5](#i70f367b7f6ca43a6be3ff16767880371_109)] [added: 5](#iea154c9d14614679a298814a9196137f_100)] 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](#i70f367b7f6ca43a6be3ff16767880371_19)”: “*Legal] [added: Factors](#iea154c9d14614679a298814a9196137f_19)”: “Legal] proceedings may adversely affect our reputation, business, results of operations or financial [removed: condition”* on page 19] [added: condition”] and [removed: “*Our] [added: “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 [removed: us”* on page 20.][added: us.”]

For the fiscal year ended [removed: February 1, 2025][added: January 31, 2026]

[removed: ][added: ]

The aggregate market value of common stock held by non-affiliates of the registrant on August [removed: 2, 2024,] [added: 1, 2025,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $20,177,546,903,] [added: $21,898,064,491,] based upon the closing sale price for the registrant’s common stock on such date.

On March [removed: 24, 2025,] [added: 12, 2026,] there were [removed: 215,083,014] [added: 197,298,217] 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: 2025] [added: 2026] Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended [removed: February 1, 2025.][added: January 31, 2026.]

FOR THE FISCAL YEAR ENDED [removed: FEBRUARY 1, 2025][added: JANUARY 31, 2026]

| Item 1. | | | [removed: [Business](#i70f367b7f6ca43a6be3ff16767880371_16)] [added: [Business](#iea154c9d14614679a298814a9196137f_16)] | | | [removed: [6](#i70f367b7f6ca43a6be3ff16767880371_16)] [added: [6](#iea154c9d14614679a298814a9196137f_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i70f367b7f6ca43a6be3ff16767880371_19)] [added: Factors](#iea154c9d14614679a298814a9196137f_19)] | | | [removed: [10](#i70f367b7f6ca43a6be3ff16767880371_19)] [added: [10](#iea154c9d14614679a298814a9196137f_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i70f367b7f6ca43a6be3ff16767880371_22)] [added: Comments](#iea154c9d14614679a298814a9196137f_22)] | | | [removed: [22](#i70f367b7f6ca43a6be3ff16767880371_22)] [added: [22](#iea154c9d14614679a298814a9196137f_22)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i70f367b7f6ca43a6be3ff16767880371_25)] [added: [Cybersecurity](#iea154c9d14614679a298814a9196137f_25)] | | | [removed: [22](#i70f367b7f6ca43a6be3ff16767880371_25)] [added: [23](#iea154c9d14614679a298814a9196137f_25)] | | |

| Item 2. | | | [removed: [Properties](#i70f367b7f6ca43a6be3ff16767880371_28)] [added: [Properties](#iea154c9d14614679a298814a9196137f_28)] | | | [removed: [23](#i70f367b7f6ca43a6be3ff16767880371_28)] [added: [24](#iea154c9d14614679a298814a9196137f_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i70f367b7f6ca43a6be3ff16767880371_31)] [added: Proceedings](#iea154c9d14614679a298814a9196137f_31)] | | | [removed: [24](#i70f367b7f6ca43a6be3ff16767880371_31)] [added: [24](#iea154c9d14614679a298814a9196137f_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i70f367b7f6ca43a6be3ff16767880371_34)] [added: Disclosures](#iea154c9d14614679a298814a9196137f_34)] | | | [removed: [24](#i70f367b7f6ca43a6be3ff16767880371_34)] [added: [24](#iea154c9d14614679a298814a9196137f_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i70f367b7f6ca43a6be3ff16767880371_40)] [added: Securities](#iea154c9d14614679a298814a9196137f_40)] | | | [removed: [25](#i70f367b7f6ca43a6be3ff16767880371_40)] [added: [25](#iea154c9d14614679a298814a9196137f_40)] | | |

| Item 6. | | | [removed: [Reserved](#i70f367b7f6ca43a6be3ff16767880371_43)] [added: [Reserved](#iea154c9d14614679a298814a9196137f_43)] | | | [removed: [26](#i70f367b7f6ca43a6be3ff16767880371_43)] [added: [26](#iea154c9d14614679a298814a9196137f_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i70f367b7f6ca43a6be3ff16767880371_46)] [added: Operations](#iea154c9d14614679a298814a9196137f_46)] | | | [removed: [27](#i70f367b7f6ca43a6be3ff16767880371_46)] [added: [27](#iea154c9d14614679a298814a9196137f_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i70f367b7f6ca43a6be3ff16767880371_70)] [added: Risk](#iea154c9d14614679a298814a9196137f_61)] | | | [removed: [37](#i70f367b7f6ca43a6be3ff16767880371_70)] [added: [36](#iea154c9d14614679a298814a9196137f_61)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i70f367b7f6ca43a6be3ff16767880371_73)] [added: Data](#iea154c9d14614679a298814a9196137f_64)] | | | [removed: [38](#i70f367b7f6ca43a6be3ff16767880371_73)] [added: [37](#iea154c9d14614679a298814a9196137f_64)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i70f367b7f6ca43a6be3ff16767880371_145)] [added: Disclosure](#iea154c9d14614679a298814a9196137f_139)] | | | [removed: [71](#i70f367b7f6ca43a6be3ff16767880371_145)] [added: [69](#iea154c9d14614679a298814a9196137f_139)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i70f367b7f6ca43a6be3ff16767880371_148)] [added: Procedures](#iea154c9d14614679a298814a9196137f_142)] | | | [removed: [71](#i70f367b7f6ca43a6be3ff16767880371_148)] [added: [69](#iea154c9d14614679a298814a9196137f_142)] | | |

| Item 9B. | | | [Other [removed: Information](#i70f367b7f6ca43a6be3ff16767880371_151)] [added: Information](#iea154c9d14614679a298814a9196137f_145)] | | | [removed: [73](#i70f367b7f6ca43a6be3ff16767880371_151)] [added: [72](#iea154c9d14614679a298814a9196137f_145)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i70f367b7f6ca43a6be3ff16767880371_154)] [added: Inspections](#iea154c9d14614679a298814a9196137f_148)] | | | [removed: [73](#i70f367b7f6ca43a6be3ff16767880371_154)] [added: [72](#iea154c9d14614679a298814a9196137f_148)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i70f367b7f6ca43a6be3ff16767880371_160)] [added: Governance](#iea154c9d14614679a298814a9196137f_154)] | | | [removed: [73](#i70f367b7f6ca43a6be3ff16767880371_160)] [added: [72](#iea154c9d14614679a298814a9196137f_154)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i70f367b7f6ca43a6be3ff16767880371_163)] [added: Compensation](#iea154c9d14614679a298814a9196137f_157)] | | | [removed: [73](#i70f367b7f6ca43a6be3ff16767880371_163)] [added: [72](#iea154c9d14614679a298814a9196137f_157)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i70f367b7f6ca43a6be3ff16767880371_166)] [added: Matters](#iea154c9d14614679a298814a9196137f_160)] | | | [removed: [73](#i70f367b7f6ca43a6be3ff16767880371_166)] [added: [72](#iea154c9d14614679a298814a9196137f_160)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i70f367b7f6ca43a6be3ff16767880371_169)] [added: Independence](#iea154c9d14614679a298814a9196137f_163)] | | | [removed: [74](#i70f367b7f6ca43a6be3ff16767880371_169)] [added: [73](#iea154c9d14614679a298814a9196137f_163)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i70f367b7f6ca43a6be3ff16767880371_172)] [added: Services](#iea154c9d14614679a298814a9196137f_166)] | | | [removed: [74](#i70f367b7f6ca43a6be3ff16767880371_172)] [added: [73](#iea154c9d14614679a298814a9196137f_166)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i70f367b7f6ca43a6be3ff16767880371_178)] [added: Schedules](#iea154c9d14614679a298814a9196137f_172)] | | | [removed: [74](#i70f367b7f6ca43a6be3ff16767880371_178)] [added: [73](#iea154c9d14614679a298814a9196137f_172)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i70f367b7f6ca43a6be3ff16767880371_181)] [added: Summary](#iea154c9d14614679a298814a9196137f_175)] | | | [removed: [77](#i70f367b7f6ca43a6be3ff16767880371_181)] [added: [76](#iea154c9d14614679a298814a9196137f_175)] | | |

- Our merchandising plans and initiatives and related impacts, including those regarding multi-price [removed: assortments in the Dollar Tree segment] [added: offerings] and [removed: our ability to adjust pricing;][added: product assortment;]

- Our [removed: customer’s] [added: customer connection, the in-store experience, and our customers’] response to our product offerings, value and shopping experience;

- Our expectations regarding the implementation and impact of investments in supply chain, [added: including new] distribution [added: centers, enhancements to distribution] facilities, [removed: trucking fleet] [added: warehouse, inventory,] and transportation management systems, and [removed: store delivery and equipment, including new distribution centers,] the [removed: expansion of existing distribution centers, and the] capabilities of our distribution [removed: center] network;

- Our expectations regarding the implementation and impact of investments in our technology infrastructure, [added: and] our information security and cybersecurity plans, policies and [removed: procedures, and the design and implementation of internal controls around our technology transformation;][added: procedures;]

- Our plans and expectations regarding [added: our current and future strategic initiatives, including our operational strategy for Dollar Tree as a standalone business following] the [removed: pending] sale of [removed: the] Family [removed: Dollar business;][added: Dollar;]

- Our expectations regarding [added: potential] cost increases in fiscal [removed: 2025,] [added: 2026,] shrink and other factors affecting our profitability;

- Our expectations regarding [removed: the implementation and impact of] [added: our investment in our people, including] wage investments, enhanced safety and working conditions, and other workforce [removed: investments and goals,] [added: initiatives,] and increases in wage expenses, including increases in minimum wages by federal, states and localities;

- Our [removed: anticipated] [added: expectations regarding] net sales, comparable store net sales, net sales growth, gross profit margin, costs of goods [removed: sold (including] [added: sold,] product [removed: mix),] [added: mix,] shrink rates, earnings and earnings growth, inventory levels, selling, general and administrative and other fixed costs, and our ability to leverage those costs;

- The expected and possible outcome, costs, and impact of pending or potential litigation, arbitrations, [added: countervailing duties orders,] other legal proceedings or governmental investigations, our plans regarding these matters, and the availability of indemnification or insurance with respect to such matters;

- Our [added: capital allocation priorities, liquidity,] 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, dividends, and our expectations regarding potential increases in interest rates and the effect on our financing costs;

- Our [added: plans to add, refresh and renovate stores, including our expectations regarding the build-out of new stores, the renovation of existing stores, our] leasing strategy for future expansion, and our ability to renew leases at existing store locations;

| [Signatures](#iea154c9d14614679a298814a9196137f_178) | | | | | | [77](#iea154c9d14614679a298814a9196137f_178) | | |

- Our cost management initiatives, including our mitigation strategies to offset the impact of cost pressures and inflation, and the financial and business impacts of those strategies;

- Our management of operating expenses and long-term approach to managing selling, general and administrative expenses;

- Our initiatives to improve store standards, operations and execution, and optimize and modernize stores and shelf space;

- The direct and indirect impacts of and challenges associated with the current and potential tariff environment;

- Our plans to mitigate the impact of current and potential tariffs and related implementation costs;

- The impacts of recent legislation, including those affecting various tax regulations, and accounting principles;

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

- Our plans and expectations regarding our current and future strategic initiatives, and the uncertainty with respect to the amount, timing and impact of those initiatives and investments on our business and results of operations;

- Our plans to add, renovate and remodel stores, and our expectations regarding store standards and operations, efficiency initiatives, selling square footage, the in-store experience and the performance of those formats;

- 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;

- Our expectations regarding higher commodity and other costs associated with the build-out of new stores and the renovation of existing stores, limitations on the availability of certain fixtures and equipment, and inspection, permitting and contractor delays related to new store openings and renovations of existing stores;

- 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;

As a part of our monitoring, we regularly obtain System Organization and Control Reports (SOC Reports) for key third-party [removed: financial] systems.

No material cybersecurity incidents occurred in fiscal [removed: 2024,] [added: 2025,] but future incidents cannot be predicted.

Risk [removed: Factors](#i70f367b7f6ca43a6be3ff16767880371_19)”] [added: Factors](#iea154c9d14614679a298814a9196137f_19)”] under the heading “Cybersecurity and Technology Risks,” forward-looking cybersecurity threats that could have a material impact on our business are discussed.

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.

As of [removed: February 1, 2025,] [added: January 31, 2026,] we operated [removed: 8,628] [added: approximately 9,000] stores across the contiguous United States and the District of Columbia and [removed: operated 253] [added: approximately 275] stores within [removed: five] [added: seven] Canadian provinces, with stores predominantly ranging from 8,000 - 10,000 selling square feet.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i70f367b7f6ca43a6be3ff16767880371_46)”] [added: Operations](#iea154c9d14614679a298814a9196137f_46)”] under the caption “Overview.”

As of [removed: February 1, 2025,] [added: January 31, 2026,] we operated [removed: 15] [added: 16] distribution centers in the United States occupying a total of [removed: 14.1] [added: 15.0] million square feet.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i70f367b7f6ca43a6be3ff16767880371_46)”] [added: Operations](#iea154c9d14614679a298814a9196137f_46)”] under the caption “Funding Requirements.”

Each of our distribution centers use advanced material handling equipment, warehouse management systems, and radio frequency to track our inventory and ensure efficient operations.

With the exception of three of our facilities, each of our distribution centers in the United States also contains automated conveyor and sorting systems.

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.

Our common stock is traded on The Nasdaq Global Select Market® under the symbol “DLTR.” As of March [removed: 24, 2025,] [added: 12, 2026,] we had [removed: 1,909] [added: 1,823] shareholders of record.

Under the [removed: existing] Board repurchase authorization, we may repurchase [removed: up to $2.5 billion of] our common stock in open market or privately negotiated transactions with financial institutions.

We repurchased [removed: 3,283,837, 3,905,599] [added: 17,176,514, 3,283,837] and [removed: 4,613,696] [added: 3,905,599] shares of common stock on the open market at a cost of [added: $1.6 billion,] $403.6 [removed: million, $504.3] million and [removed: $647.5] [added: $504.3] million, including applicable excise tax, in fiscal [removed: 2024,] [added: 2025,] fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022,] [added: 2023,] respectively.

As of [removed: February 1, 2025,] [added: January 31, 2026,] we had [removed: $952.4 million] [added: $1.8 billion] remaining under [removed: our existing] [added: the] $2.5 billion Board repurchase authorization.

We [removed: anticipate that substantially all of] [added: historically have retained] our cash flow from operations [removed: in the foreseeable future will be retained] for the development and expansion of our business, the repayment of indebtedness and, as authorized by our Board of Directors, the repurchase of stock.

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 [removed: February 1, 2025,] [added: January 31, 2026,] 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 [removed: February 1, 2020,] [added: January 30, 2021,] and that dividends were reinvested.

][added: 5 Chart.jpg](https://www.sec.gov/Archives/edgar/data/935703/000093570326000025/dltr-20260131_g2.jpg)]

| | | | [removed: February 1, 2020 | | |] January 30, 2021 | | | January 29, 2022 | | | January 28, 2023 | | | February 3, 2024 | | | February 1, 2025 | | | [added: January 31, 2026 | | |]

In July 2025, our Board of Directors replenished the Company’s share repurchase authorization to an aggregate amount of $2.5 billion, reflecting the limit previously approved by the Board in September 2021.

The following table presents our share repurchase activity during the fourth quarter of fiscal 2025:

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

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

| Fiscal Period | | | | | | Total number of shares purchased | | | | | | Average price paid per share | | | | | | Total number of shares purchased as part of publicly announced plans or programs | | | | | | Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) | | |

| November 2, 2025 - November 29, 2025 | | | | | | 1,711,878 | | | | | | $ | 102.82 | | | | | 1,711,878 | | | | | | $ | 1,821.0 | |

| November 30, 2025 - January 3, 2026 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,821.0 | |

| January 4, 2026 - January 31, 2026 | | | | | | 457,145 | | | | | | $ | 122.85 | | | | | 457,145 | | | | | | $ | 1,764.9 | |

| Total | | | | | | 2,169,023 | | | | | | | | | | | | 2,169,023 | | | | | | | | |

Of the shares repurchased during fiscal 2025, $9.0 million settled subsequent to January 31, 2026 and this amount was accrued in the accompanying Consolidated Balance Sheets.

Subsequent to January 31, 2026, we purchased an additional 1,598,978 shares of common stock on the open market at a cost of $192.7 million, as of March 12, 2026.

While we have never declared or paid any cash dividend on our common stock, we regularly evaluate our cash and capital allocation priorities.

Any future determination to pay cash dividends on our common stock will be at the discretion of our Board of Directors and will depend on our financial condition, operating results and other business and economic factors our Board of Directors may deem relevant.

| Dollar Tree, Inc. | | | $100.00 | | | $126.39 | | | $147.91 | | | $136.45 | | | $72.15 | | | $115.67 | | |

| S&P 500 Index | | | $100.00 | | | $123.29 | | | $113.16 | | | $136.72 | | | $172.78 | | | $201.03 | | |

| S&P 500 Consumer Discretionary Distribution & Retail Index | | | $100.00 | | | $108.64 | | | $88.85 | | | $114.73 | | | $161.20 | | | $164.12 | | |

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

We do not anticipate paying cash dividends on our common stock in fiscal 2025.

| 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 | | |

| S&P 500 Consumer Discretionary Distribution & Retail Index | | | 100.00 | | | 141.39 | | | 153.61 | | | 125.62 | | | 162.21 | | | 227.91 | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i70f367b7f6ca43a6be3ff16767880371_76)] [added: Firm](#iea154c9d14614679a298814a9196137f_67)] (PCAOB ID: 185) | | | [removed: [39](#i70f367b7f6ca43a6be3ff16767880371_76)] [added: [38](#iea154c9d14614679a298814a9196137f_67)] | | |

| [Consolidated Statements of [removed: Operations](#i70f367b7f6ca43a6be3ff16767880371_79)] [added: Operations](#iea154c9d14614679a298814a9196137f_70)] | | | [removed: [41](#i70f367b7f6ca43a6be3ff16767880371_79)] [added: [40](#iea154c9d14614679a298814a9196137f_70)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i70f367b7f6ca43a6be3ff16767880371_82)] [added: (Loss)](#iea154c9d14614679a298814a9196137f_73)] | | | [removed: [42](#i70f367b7f6ca43a6be3ff16767880371_82)] [added: [41](#iea154c9d14614679a298814a9196137f_73)] | | |

| [Consolidated Balance [removed: Sheets](#i70f367b7f6ca43a6be3ff16767880371_85)] [added: Sheets](#iea154c9d14614679a298814a9196137f_76)] | | | [removed: [43](#i70f367b7f6ca43a6be3ff16767880371_85)] [added: [42](#iea154c9d14614679a298814a9196137f_76)] | | |

| [Consolidated Statements of Shareholders’ [removed: Equity](#i70f367b7f6ca43a6be3ff16767880371_88)] [added: Equity](#iea154c9d14614679a298814a9196137f_79)] | | | [removed: [44](#i70f367b7f6ca43a6be3ff16767880371_88)] [added: [43](#iea154c9d14614679a298814a9196137f_79)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i70f367b7f6ca43a6be3ff16767880371_91)] [added: Flows](#iea154c9d14614679a298814a9196137f_82)] | | | [removed: [45](#i70f367b7f6ca43a6be3ff16767880371_91)] [added: [44](#iea154c9d14614679a298814a9196137f_82)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i70f367b7f6ca43a6be3ff16767880371_94)] [added: Statements](#iea154c9d14614679a298814a9196137f_85)] | | | [removed: [46](#i70f367b7f6ca43a6be3ff16767880371_94)] [added: [45](#iea154c9d14614679a298814a9196137f_85)] | | |

| [Note 1 - Description of Business and Basis of [removed: Presentation](#i70f367b7f6ca43a6be3ff16767880371_97)] [added: Presentation](#iea154c9d14614679a298814a9196137f_88)] | | | [removed: [46](#i70f367b7f6ca43a6be3ff16767880371_97)] [added: [45](#iea154c9d14614679a298814a9196137f_88)] | | |

| [Note 2 - Summary of Significant Accounting [removed: Policies](#i70f367b7f6ca43a6be3ff16767880371_100)] [added: Policies](#iea154c9d14614679a298814a9196137f_91)] | | | [removed: [46](#i70f367b7f6ca43a6be3ff16767880371_100)] [added: [45](#iea154c9d14614679a298814a9196137f_91)] | | |

| [Note 3 - Supplemental Balance Sheet [removed: Information](#i70f367b7f6ca43a6be3ff16767880371_103)] [added: Information](#iea154c9d14614679a298814a9196137f_94)] | | | [removed: [51](#i70f367b7f6ca43a6be3ff16767880371_103)] [added: [50](#iea154c9d14614679a298814a9196137f_94)] | | |

| [Note 4 - Income [removed: Taxes](#i70f367b7f6ca43a6be3ff16767880371_106)] [added: Taxes](#iea154c9d14614679a298814a9196137f_97)] | | | [removed: [52](#i70f367b7f6ca43a6be3ff16767880371_106)] [added: [51](#iea154c9d14614679a298814a9196137f_97)] | | |

| [Note 5 - Commitments and [removed: Contingencies](#i70f367b7f6ca43a6be3ff16767880371_109)] [added: Contingencies](#iea154c9d14614679a298814a9196137f_100)] | | | [removed: [54](#i70f367b7f6ca43a6be3ff16767880371_109)] [added: [54](#iea154c9d14614679a298814a9196137f_100)] | | |

| [Note 6 - Short-Term Borrowings and Long-Term [removed: Debt](#i70f367b7f6ca43a6be3ff16767880371_112)] [added: Debt](#iea154c9d14614679a298814a9196137f_103)] | | | [removed: [56](#i70f367b7f6ca43a6be3ff16767880371_112)] [added: [56](#iea154c9d14614679a298814a9196137f_103)] | | |

| [Note 8 - Fair Value [removed: Measurements](#i70f367b7f6ca43a6be3ff16767880371_118)] [added: Measurements](#iea154c9d14614679a298814a9196137f_109)] | | | [removed: [58](#i70f367b7f6ca43a6be3ff16767880371_118)] [added: [58](#iea154c9d14614679a298814a9196137f_109)] | | |

| [Note 9 - Shareholders’ [removed: Equity](#i70f367b7f6ca43a6be3ff16767880371_121)] [added: Equity](#iea154c9d14614679a298814a9196137f_112)] | | | [removed: [59](#i70f367b7f6ca43a6be3ff16767880371_121)] [added: [59](#iea154c9d14614679a298814a9196137f_112)] | | |

| [Note 10 - Stock-Based Compensation [removed: Plans](#i70f367b7f6ca43a6be3ff16767880371_124)] [added: Plans](#iea154c9d14614679a298814a9196137f_115)] | | | [removed: [59](#i70f367b7f6ca43a6be3ff16767880371_124)] [added: [60](#iea154c9d14614679a298814a9196137f_115)] | | |

| [Note 11 - Earnings (Loss) Per [removed: Share](#i70f367b7f6ca43a6be3ff16767880371_127)] [added: Share](#iea154c9d14614679a298814a9196137f_118)] | | | [removed: [63](#i70f367b7f6ca43a6be3ff16767880371_127)] [added: [63](#iea154c9d14614679a298814a9196137f_118)] | | |

| [Note 12 - Employee Benefit [removed: Plan](#i70f367b7f6ca43a6be3ff16767880371_130)] [added: Plan](#iea154c9d14614679a298814a9196137f_121)] | | | [removed: [63](#i70f367b7f6ca43a6be3ff16767880371_130)] [added: [64](#iea154c9d14614679a298814a9196137f_121)] | | |

| [Note 13 - Segments and Disaggregated [removed: Revenue](#i70f367b7f6ca43a6be3ff16767880371_133)] [added: Revenue](#iea154c9d14614679a298814a9196137f_124)] | | | [removed: [64](#i70f367b7f6ca43a6be3ff16767880371_133)] [added: [64](#iea154c9d14614679a298814a9196137f_124)] | | |

| [Note 14 - Supply Chain Finance [removed: Program](#i70f367b7f6ca43a6be3ff16767880371_136)] [added: Program](#iea154c9d14614679a298814a9196137f_127)] | | | [removed: [66](#i70f367b7f6ca43a6be3ff16767880371_136)] [added: [66](#iea154c9d14614679a298814a9196137f_127)] | | |

| [Note 15 - Discontinued [removed: Operations](#i70f367b7f6ca43a6be3ff16767880371_1649267443141)] [added: Operations](#iea154c9d14614679a298814a9196137f_130)] | | | [removed: [66](#i70f367b7f6ca43a6be3ff16767880371_1649267443141)] [added: [66](#iea154c9d14614679a298814a9196137f_130)] | | |

We have audited the accompanying consolidated balance sheets of Dollar Tree, Inc. and subsidiaries (the Company) as of [removed: February 1, 2025] [added: January 31, 2026] and February [removed: 3, 2024,] [added: 1, 2025,] the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended [removed: February 1, 2025,] [added: January 31, 2026,] 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 [removed: February 1, 2025] [added: January 31, 2026] and February [removed: 3, 2024,] [added: 1, 2025,] and the results of its operations and its cash flows for each of the years in the three-year period ended [removed: February 1, 2025,] [added: January 31, 2026,] 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 [removed: February 1, 2025,] [added: January 31, 2026,] 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: 26, 2025] [added: 16, 2026] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

*Critical Audit [removed: Matters*][added: Matter*]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [added: a] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

[removed: *Trade] [added: | Trade] name intangible asset [removed: impairment*][added: | | | | | | — | | | | | | 750.0 | | |]

| (in millions, except per share data) | | | | | | [removed: February 1, 2025] [added: January 31, 2026] | | | | | | February [removed: 3, 2024] [added: 1, 2025] | | | | | | [removed: January 28, 2023] [added: February 3, 2024] | | |

| Net sales | | | | | | $ | [removed: 17,565.8] [added: 19,395.7] | | | | | $ | [removed: 16,770.3] [added: 17,565.8] | | | | | $ | [removed: 15,405.7] [added: 16,770.3] | |

| Other revenue | | | | | | [removed: 12.7] [added: 16.1] | | | | | | [removed: 10.8] [added: 12.7] | | | | | | [removed: 5.8] [added: 10.8] | | |

| Total revenue | | | | | | [removed: 17,578.5] [added: 19,411.8] | | | | | | [removed: 16,781.1] [added: 17,578.5] | | | | | | [removed: 15,411.5] [added: 16,781.1] | | |

| Cost of sales | | | | | | [removed: 11,284.1] [added: 12,345.0] | | | | | | [removed: 10,761.4] [added: 11,284.1] | | | | | | [removed: 9,630.2] [added: 10,761.4] | | |

| Selling, general and administrative expenses | | | | | | [removed: 4,832.4] [added: 5,468.6] | | | | | | [removed: 4,245.2] [added: 4,832.4] | | | | | | [removed: 3,682.0] [added: 4,245.2] | | |

| Operating income | | | | | | [removed: 1,462.0] [added: 1,653.1] | | | | | | [removed: 1,774.5] [added: 1,462.0] | | | | | | [removed: 2,099.3] [added: 1,774.5] | | |

| Interest expense, net | | | | | | [removed: 107.5] [added: 85.5] | | | | | | [removed: 112.5] [added: 107.5] | | | | | | [removed: 127.2] [added: 112.5] | | |

| Other (income) expense, net | | | | | | [removed: (29.1)] [added: (61.9)] | | | | | | [removed: 0.1] [added: (29.1)] | | | | | | [removed: 0.4] [added: 0.1] | | |

| Income from continuing operations before income taxes | | | | | | [removed: 1,383.6] [added: 1,629.5] | | | | | | [removed: 1,661.9] [added: 1,383.6] | | | | | | [removed: 1,971.7] [added: 1,661.9] | | |

| Provision for income taxes | | | | | | [removed: 341.1] [added: 404.2] | | | | | | [removed: 396.1] [added: 341.1] | | | | | | [removed: 471.6] [added: 396.1] | | |

| Income from continuing operations | | | | | | [removed: 1,042.5] [added: 1,225.3] | | | | | | [removed: 1,265.8] [added: 1,042.5] | | | | | | [removed: 1,500.1] [added: 1,265.8] | | |

| [Note 7 - Leases](#iea154c9d14614679a298814a9196137f_106) | | | [57](#iea154c9d14614679a298814a9196137f_106) | | |

As of January 31, 2026, the Company recorded an estimated liability of $327.2 million.

March 16, 2026

| Transition services agreement income, net | | | | | | 54.9 | | | | | | — | | | | | | — | | |

| Net income (loss) | | | | | | $ | 1,282.5 | | | | | $ | (3,030.1) | | | | | $ | (998.4) | |

| (in millions, except par value and share data) | | | | | | January 31, 2026 | | | | | | February 1, 2025 | | |

| Exercise of stock options | | | | | | — | | | | | | — | | | | | | 0.8 | | | | | | — | | | | | | — | | | | | | 0.8 | | |

| Repurchase of stock | | | | | | (17.2) | | | | | | (0.2) | | | | | | (135.9) | | | | | | — | | | | | | (1,420.4) | | | | | | (1,556.5) | | |

| Excise tax on repurchase of stock | | | | | | — | | | | | | — | | | | | | (15.2) | | | | | | — | | | | | | — | | | | | | (15.2) | | |

| Balance at January 31, 2026 | | | | | | 198.4 | | | | | | $ | 2.0 | | | | | $ | — | | | | | $ | (50.7) | | | | | $ | 3,803.6 | | | | | $ | 3,754.9 | |

| Net income (loss) | | | | | | $ | 1,282.5 | | | | | $ | (3,030.1) | | | | | $ | (998.4) | |

| Gain on insurance proceeds related to fixed assets | | | | | | (41.0) | | | | | | — | | | | | | — | | |

| Income taxes receivable | | | | | | (13.7) | | | | | | — | | | | | | — | | |

| Proceeds from sale of discontinued operations | | | | | | 680.0 | | | | | | — | | | | | | — | | |

| Cash divested from sale of discontinued operations | | | | | | (246.0) | | | | | | — | | | | | | — | | |

| Principal payments for long-term debt | | | | | | (1,000.0) | | | | | | — | | | | | | — | | |

| Debt-issuance costs | | | | | | (3.8) | | | | | | — | | | | | | — | | |

| (1) Supplemental disclosures are inclusive of activity for discontinued operations through the completion of the sale of the Family Dollar business on July 5, 2025. | | | | | | | | | | | | | | | | | | | | |

Advertising Costs

We expense advertising costs as they are incurred and they are included in “Selling, general and administrative expenses” within the accompanying Consolidated Statements of Operations.

Advertising costs were $44.4 million, $28.3 million and $26.7 million in fiscal 2025, fiscal 2024 and fiscal 2023, respectively.

In September 2025, the FASB issued ASU 2025-06, “Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”), which amends the accounting for internal-use software by requiring that an entity start capitalizing software costs once management has authorized and committed funding for the project and it is probable that the project will be completed and the software will be used as intended.

ASU 2025-06 can be applied using a prospective transition approach, a modified transition approach or a retrospective transition approach.

We have reviewed all other recently issued accounting standards and determined they were either not applicable or not expected to have a material impact on our financial position or results of operations.

| (in millions) | | | | | | January 31, 2026 | | | | | | February 1, 2025 | | |

| (in millions) | | | | | | January 31, 2026 | | | | | | February 1, 2025 | | |

On July 4, 2025, new federal tax legislation was enacted in the U.S. The most significant impacts to the Company of this legislation are the immediate expensing of domestic research and development expenditures and the permanent reinstatement of bonus depreciation for qualifying properties.

In connection with the sale of Family Dollar, completed on July 5, 2025, the Company expects to realize cash tax benefits from losses on the sale totaling approximately $445.0 million.

| United States | | | | | | $ | 1,621.6 | | | | | $ | 1,361.0 | | | | | $ | 1,638.9 | |

| Foreign | | | | | | 7.9 | | | | | | 22.6 | | | | | | 23.0 | | |

| Total | | | | | | $ | 1,629.5 | | | | | $ | 1,383.6 | | | | | $ | 1,661.9 | |

| (dollars in millions) | | | | | | January 31, 2026 | | | | | | | | | | | | February 1, 2025 | | | | | | | | | | | | February 3, 2024 | | | | | | | | |

| Domestic Federal: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cross-border tax laws | | | | | | 1.6 | | | | | | 0.1 | | | | | | 1.2 | | | | | | 0.1 | | | | | | 2.1 | | | | | | 0.1 | | |

| Tax credits: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Nontaxable and nondeductible items | | | | | | 8.2 | | | | | | 0.5 | | | | | | 18.6 | | | | | | 1.3 | | | | | | 14.2 | | | | | | 0.9 | | |

| Other, net | | | | | | 3.8 | | | | | | 0.2 | | | | | | (1.6) | | | | | | (0.1) | | | | | | (5.4) | | | | | | (0.4) | | |

| Foreign tax effects: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other foreign jurisdictions | | | | | | 0.6 | | | | | | — | | | | | | 1.2 | | | | | | 0.1 | | | | | | 1.0 | | | | | | 0.1 | | |

| Worldwide changes in unrecognized tax benefits | | | | | | (1.8) | | | | | | (0.1) | | | | | | 0.9 | | | | | | 0.1 | | | | | | — | | | | | | — | | |

| [Note 7 - Leases](#i70f367b7f6ca43a6be3ff16767880371_115) | | | [57](#i70f367b7f6ca43a6be3ff16767880371_115) | | |

| [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.

The following are the primary procedures we performed to address this critical audit matter.

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

To estimate the fair value of the Family Dollar trade name intangible asset (Family Dollar trade name), the Company uses the relief-from-royalty method.

The impairment charge for the year ended February 1, 2025 was $1,400.0 million for the Family Dollar trade name.

We identified the evaluation of the Company’s fair value of the Family Dollar trade name 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 rate.

Minor changes to certain of these assumptions could have a significant effect on the fair value and the resulting assessment of the carrying value of the Family Dollar trade name.

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

We assessed the Company’s ability to forecast by comparing the Company’s historical forecasts to actual results.

We evaluated the revenue growth rates by comparing them to historical results and performing sensitivity analyses.

We involved valuation professionals with specialized skills and knowledge, who assisted in:

- evaluating the revenue growth rates by comparing them to publicly available market data for comparable companies

- assessing the discount rate by comparing it to a range of discount rates developed using publicly available market data for comparable companies

- assessing the company-specific royalty rate by comparing it to publicly available market data for comparable licensing agreements.

March 26, 2025

| Balance at January 29, 2022 | | | | | | 225.1 | | | | | | $ | 2.2 | | | | | $ | 1,243.9 | | | | | $ | (35.2) | | | | | $ | 6,507.6 | | | | | $ | 7,718.5 | |

| Repurchase of stock | | | | | | (4.6) | | | | | | — | | | | | | (647.5) | | | | | | — | | | | | | — | | | | | | (647.5) | | |

| Proceeds from revolving credit facility | | | | | | — | | | | | | — | | | | | | 555.0 | | |

| Income taxes | | | | | | $ | 175.9 | | | | | $ | 274.0 | | | | | $ | 401.3 | |

| (1) Supplemental disclosures are inclusive of activity for both continuing and discontinued operations. | | | | | | | | | | | | | | | | | | | | |

As previously reported, in fiscal 2024 the Company 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.

Prior periods have been adjusted to conform to the current presentation.

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.

Self-insurance liabilities related to discontinued operations totaled $185.0 million and $176.5 million at February 1, 2025 and February 3, 2024, respectively.

Results of operations

In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04 "Liabilities - Supplier Finance Programs (Subtopic 405-50)" ("ASU 2022-04") which requires entities to disclose the key terms of supplier finance programs used in connection with the purchase of goods and services along with information about their obligations under these programs, including a rollforward of those obligations.

We adopted ASU 2022-04 in fiscal 2023 on a retrospective basis, except for the amendments relating to the rollforward requirement, which we adopted effective February 1, 2025 on a prospective basis.

The adoption did not have a material impact on our consolidated financial statements.

Refer to [Note 14](#i70f367b7f6ca43a6be3ff16767880371_136) for a discussion of our supply chain finance program and the rollforward of our outstanding payment obligations under the program.

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”) which requires disclosure of incremental segment information on an annual and interim basis, including enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss.

ASU 2023-07 also requires entities to disclose the title and position of the CODM and explain how the CODM uses the reported measures of segment profit or loss in assessing performance and allocating resources.

Further, it requires that all annual disclosures about a reportable segment’s profit or loss and assets currently required by Topic 280 be provided in interim periods.

Cash paid for income taxes related to continuing operations totaled $175.9 million, $274.0 million and $401.3 million in fiscal 2024, fiscal 2023 and fiscal 2022, respectively.

Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of [removed: February 1, 2025,] [added: January 31, 2026,] 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 [removed: February 1, 2025,] [added: January 31, 2026,] our internal control over financial reporting is effective.

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

There were no other changes in our internal control over financial reporting during the fiscal quarter ended [removed: February 1, 2025] [added: January 31, 2026] that materially affected, or are reasonably likely to materially effect, our internal control over financial reporting.

We have audited Dollar Tree, Inc. and subsidiaries' (the Company) internal control over financial reporting as of [removed: February 1, 2025,] [added: January 31, 2026,] 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 [removed: February 1, 2025,] [added: January 31, 2026,] 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 [removed: February 1, 2025] [added: January 31, 2026] and February [removed: 3, 2024,] [added: 1, 2025,] the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended [removed: February 1, 2025,] [added: January 31, 2026,] and the related notes (collectively, the consolidated financial statements), and our report dated March [removed: 26, 2025] [added: 16, 2026] expressed an unqualified opinion on those consolidated financial statements.

As of January 31, 2026, we have converted four distribution centers to the new system.

March 16, 2026

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

During the fiscal quarter ended [removed: February 1, 2025,] [added: January 31, 2026,] 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: 2025] [added: 2026] Annual Meeting (“Proxy Statement”), under the captions “Biographies of Director Nominees” and “Information about our Executive Officers.”

A copy of our Insider Trading Policy is [removed: filed] [added: included] as Exhibit 19.1 to this Annual Report on Form 10-K.

The following table summarizes information regarding shares issuable as of [removed: February 1, 2025,] [added: January 31, 2026,] 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](#i70f367b7f6ca43a6be3ff16767880371_124)] [added: 10](#iea154c9d14614679a298814a9196137f_115)] to our consolidated financial statements.

(a)Amounts represent outstanding options, restricted stock units and deferred (“phantom”) shares as of [removed: February 1, 2025.][added: January 31, 2026.]

(b)Not included in the calculation of weighted-average exercise price are (i) [removed: 1,193,213] [added: 1,491,749] restricted stock units and (ii) [removed: 62,807] [added: 58,150] director deferred shares.

(c)The [removed: 6,417,745] [added: 5,504,380] shares remaining available for future issuance under our equity-based plans approved by security holders includes [removed: 4,126,741] [added: 2,536,151] shares remaining under our 2021 Omnibus Incentive Plan and [removed: 2,291,004] [added: 2,968,229] shares remaining under our [removed: 2015] [added: 2025] Employee Stock Purchase Plan.

1Equity-based plans approved by our shareholders include: the [removed: 2015] [added: 2025] Employee Stock Purchase Plan [removed: (which replaced a predecessor plan)] and the 2021 Omnibus Incentive [removed: Plan (which] [added: Plan, both of which] replaced [removed: the 2011 Omnibus Incentive Plan).][added: predecessor plans.]

At [removed: February 1, 2025,] [added: January 31, 2026,] 1,634,544 of these options remained outstanding.

| Plans approved by security holders1 | | | | | | 1,687,909 | | | | | | $ | 128.82 | | | | | 5,504,380 | | |

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

As of March 17, 2021, the 2011 Omnibus Incentive Plan was no longer available for new grants of awards, but all outstanding awards that were granted under the plan prior to March 17, 2021 continue to be governed by the terms and conditions of the plan and applicable award agreements.

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

Reference is made to the Index to the Consolidated Financial Statements set forth under Part II, [Item [removed: 8](#i70f367b7f6ca43a6be3ff16767880371_73)] [added: 8](#iea154c9d14614679a298814a9196137f_64)] of this Form 10-K.

| 3.2 | | | | | | [Amended and Restated By-Laws of Dollar Tree, Inc., effective [removed: February 27, 2025](https://www.sec.gov/Archives/edgar/data/935703/000093570325000007/ex31amendedandrestatedby-l.htm)] [added: June 19, 2025](https://www.sec.gov/Archives/edgar/data/935703/000093570325000033/ex31amendedandrestatedby-l.htm)] | | | | | | 8-K | | | | | | 3.1 | | | | | | [removed: 2/28/2025] [added: 6/20/2025] | | | | | | | | |

| [removed: 10.18] [added: 10.31] | | | | | | [Credit Agreement, dated as of [removed: December 8, 2021,] [added: March 21, 2025,] among Dollar Tree, Inc., JPMorgan Chase Bank, N.A., as agent and the lenders and other parties [removed: thereto](https://www.sec.gov/Archives/edgar/data/935703/000093570321000061/ex101creditagreement.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/935703/000093570325000026/ex1015-yearcreditagreeme.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | 10.1 | | | | | | [removed: 12/9/2021] [added: 6/4/2025] | | | | | | | | |

| [removed: 10.19] [added: 10.18] | | | * | | | [Form of Indemnification Agreement for Directors and Executive Officers](https://www.sec.gov/Archives/edgar/data/935703/000093570322000015/ex101formofindemnification.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 3/7/2022 | | | | | | | | |

| [removed: 10.20] [added: 10.19] | | | | | | [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, 2022](https://www.sec.gov/Archives/edgar/data/935703/000110465922031501/tm228648d1_ex10-1.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 3/8/2022 | | | | | | | | |

| [removed: 10.21.1] [added: 10.20.1] | | | * | | | [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 S-K)](https://www.sec.gov/Archives/edgar/data/935703/000093570322000025/ex101executiveagreement-ri.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 3/21/2022 | | | | | | | | |

| [removed: 10.21.2] [added: 10.20.2] | | | * | | | [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: 10.22] [added: 10.21] | | | * | | | [Nonstatutory Stock Option Agreement, effective March 19, 2022, by Richard W. Dreiling and Dollar Tree, Inc.](https://www.sec.gov/Archives/edgar/data/935703/000093570322000025/ex102nonstatutorystockopti.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | 3/21/2022 | | | | | | | | |

| [removed: 10.23] [added: 10.22] | | | * | | | [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 S-K)](https://www.sec.gov/Archives/edgar/data/935703/000093570323000031/dltr-2023x04x29x10qxex101.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | 5/25/2023 | | | | | | | | |

| [removed: 10.24] [added: 10.23] | | | * | | | [Form of Restricted Stock Unit Agreement (Standard) under the 2021 Omnibus Incentive Plan (portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K)](https://www.sec.gov/Archives/edgar/data/935703/000093570323000031/dltr-2023x04x29x10qxex102.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | 5/25/2023 | | | | | | | | |

| [removed: 10.25] [added: 10.24] | | | * | | | [Form of Nonstatutory Stock Option Agreement under the 2021 Omnibus Incentive Plan (portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K)](https://www.sec.gov/Archives/edgar/data/935703/000093570323000031/dltr-2023x04x29x10qxex103.htm) | | | | | | 10-Q | | | | | | 10.3 | | | | | | 5/25/2023 | | | | | | | | |

| [removed: 10.26] [added: 10.25] | | | * | | | [Non-Employee Director Deferred Compensation Program, effective July 1, 2023](https://www.sec.gov/Archives/edgar/data/935703/000093570323000050/ex101non-employeedirecto.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | 8/24/2023 | | | | | | | | |

| [removed: 10.27] [added: 10.26] | | | | | | [Form of Commercial Paper Dealer Agreement between Dollar Tree, Inc., as issuer, and the applicable Dealer party thereto](https://www.sec.gov/Archives/edgar/data/935703/000093570323000040/ex101formofcommercialpaper.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 7/7/2023 | | | | | | | | |

| [removed: 10.28] [added: 10.27] | | | | | | [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 | | | | | | | | |

| [removed: 10.29] [added: 10.28] | | | * | | | [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 | | | | | | | | |

| [removed: 10.30] [added: 10.29] | | | * | | | [Form of Executive Agreement (portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K).](https://www.sec.gov/Archives/edgar/data/935703/000093570324000049/ex101executiveagreement.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 11/15/2024 | | | | | | | | |

| [removed: 10.31] [added: 10.30] | | | * | | | [Executive Agreement with Michael C. Creedon, Jr. (portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K).](https://www.sec.gov/Archives/edgar/data/935703/000093570325000004/ex101ceoexecutiveagreement.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 1/21/2025 | | | | | | | | |

| 19.1 | | | | | | [Dollar Tree, Inc. Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/935703/000093570325000015/dltr-2025x02x01x10kxex191.htm) | | | | | | [added: 10-K] | | | | | | [added: 19.1] | | | | | | [added: 3/26/2025] | | | | | | [removed: X] | | |

| 21.1 | | | | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/935703/000093570325000015/dltr-2025x02x01x10kxex211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/935703/000093570326000025/dltr-2026x01x31x10kxex211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/935703/000093570325000015/dltr-2025x02x01x10kxex231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/935703/000093570326000025/dltr-2026x01x31x10kxex231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 24.1 | | | | | | [Power of Attorney (included on the signature page [removed: hereto)](#i70f367b7f6ca43a6be3ff16767880371_184)] [added: hereto)](#iea154c9d14614679a298814a9196137f_178)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/935703/000093570325000015/dltr-2025x02x01x10kxex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/935703/000093570326000025/dltr-2026x01x31x10kxex311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/935703/000093570325000015/dltr-2025x02x01x10kxex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/935703/000093570326000025/dltr-2026x01x31x10kxex312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.1 | | | | | | [Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/935703/000093570325000015/dltr-2025x02x01x10kxex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/935703/000093570326000025/dltr-2026x01x31x10kxex321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/935703/000093570325000015/dltr-2025x02x01x10kxex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/935703/000093570326000025/dltr-2026x01x31x10kxex322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 101 | | | | | | The following financial statements from our Form 10-K for the fiscal year ended [removed: February 1, 2025,] [added: January 31, 2026,] formatted in Inline XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 104 | | | | | | The cover page from our Form 10-K for the fiscal year ended [removed: February 1, 2025,] [added: January 31, 2026,] formatted in Inline XBRL and contained in Exhibit 101 | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 2.1 | | | | | | [Membership Interest Purchase Agreement, dated March 25, 2025, by and between Dollar Tree, Inc. and 1959 Holdings, LLC (Schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.)](https://www.sec.gov/Archives/edgar/data/935703/000110465925029393/tm2510014d2_ex2-1.htm) | | | | | | 8-K | | | | | | 2.1 | | | | | | 3/28/2025 | | | | | | | | |

| 10.32 | | | | | | [364-Day Revolving Credit Agreement, dated as of March 21, 2025, among Dollar Tree, Inc., JPMorgan Chase Bank, N.A., as agent and the lenders and other parties thereto](https://www.sec.gov/Archives/edgar/data/935703/000093570325000026/ex102364-daycreditagreem.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | 6/4/2025 | | | | | | | | |

| 10.33 | | | * | | | [Dollar Tree, Inc. 2025 Employee Stock Purchase Plan, effective September 1, 2025](https://www.sec.gov/Archives/edgar/data/935703/000093570325000047/exhibit43dollartreeinc2025.htm) | | | | | | S-8 | | | | | | 4.3 | | | | | | 7/31/2025 | | | | | | | | |

| March [removed: 26, 2025] [added: 16, 2026] | | | | | | By: /s/ Michael C. Creedon Jr. | | |

| March [removed: 26, 2025] [added: 16, 2026] | | | | | | By: /s/ Aditya Maheshwari | | |

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

[removed: Leiken,] [added: Mitchell, Jr.,] and 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.

| /s/ Michael C. Creedon Jr. | | | Chief Executive Officer and Director | | | March [removed: 26, 2025] [added: 16, 2026] | | |

| /s/ Edward J. Kelly, III | | | Chairman of the Board [removed: and Lead Independent Director] | | | March [removed: 26, 2025] [added: 16, 2026] | | |

| /s/ Paul C. Hilal | | | Vice Chairman | | | March [removed: 26, 2025] [added: 16, 2026] | | |

| /s/ William W. Douglas, III | | | Director | | | March [removed: 26, 2025] [added: 16, 2026] | | |

| /s/ Cheryl W. Grisé | | | Director | | | March [removed: 26, 2025] [added: 16, 2026] | | |

| /s/ Daniel J. Heinrich | | | Director | | | March [removed: 26, 2025] [added: 16, 2026] | | |

| /s/ Timothy A. Johnson | | | Director | | | March [removed: 26, 2025] [added: 16, 2026] | | |

| /s/ Jeffrey G. Naylor | | | Director | | | March [removed: 26, 2025] [added: 16, 2026] | | |

| /s/ Diane E. Randolph | | | Director | | | March [removed: 26, 2025] [added: 16, 2026] | | |

| /s/ Bertram L. Scott | | | Director | | | March [removed: 26, 2025] [added: 16, 2026] | | |

| /s/ Stephanie P. Stahl | | | Director | | | March [removed: 26, 2025] [added: 16, 2026] | | |

| March 16, 2026 | | | | | | By: /s/ Stewart Glendinning | | |

| Date | | | | | | Stewart Glendinning | | |

| | | | | | | | | |

| March 26, 2025 | | | | | | By: /s/ Jeffrey A. Davis | | |

| Date | | | | | | Jeffrey A. Davis | | |

| /s/ Mary A. Laschinger | | | Director | | | March 26, 2025 | | |

| Mary A. Laschinger | | | | | | Date | | |