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Item 15. Exhibit and Financial Statement Schedules

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Item 15. Exhibit and Financial Statement Schedules

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1.Documents filed as part of this report**:**

1.Financial Statements. Reference is made to the Index to the Consolidated Financial Statements set forth under Part II, Item 8 of this Form 10-K.

  1. Financial Statement Schedules. All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions, are not applicable, or the information is included in the consolidated financial statements and notes thereto, and therefore have been omitted.

3.Exhibits. The following exhibits are filed as part of, or incorporated by reference into, this report.

Incorporated by Reference
ExhibitExhibit DescriptionFormExhibitFiling DateFiled Herewith
2.1Membership 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.)8-K2.13/28/2025
3.1Amended and Restated Articles of Incorporation of Dollar Tree, Inc., effective October 14, 202210-Q3.111/22/2022
3.2Amended and Restated By-Laws of Dollar Tree, Inc., effective June 19, 20258-K3.16/20/2025
4.1Form of Common Stock Certificate8-K4.13/13/2008
4.2.1Indenture, dated as of April 2, 2018, between Dollar Tree, Inc., as issuer, and U.S. Bank National Association, as trusteeS-3 ASR4.14/2/2018
Incorporated by Reference
ExhibitExhibit DescriptionFormExhibitFiling DateFiled Herewith
4.2.2First Supplemental Indenture, dated as of April 19, 2018, between Dollar Tree, Inc. and U.S. Bank National Association, as trustee8-K4.14/20/2018
4.2.3Second Supplemental Indenture, dated as of December 1, 2021, between Dollar Tree, Inc. and U.S. Bank National Association, as trustee8-K4.112/1/2021
4.3Description of Securities Registered under Section 12 of the Securities Exchange Act of 193410-K4.33/10/2023
10.1*Terms of director compensation (as described under the caption “Director Compensation”)DEF 14AN/A5/7/2024
10.2*Description of Dollar Tree, Inc. Management Incentive Compensation Plan, effective for the fiscal year ending January 29, 2022 and thereafter10-Q10.15/27/2021
10.3.1*2011 Omnibus Incentive Plan effective as of March 17, 20118-K10.16/22/2011
10.3.2*First Amendment to the 2011 Omnibus Incentive Plan dated June 16, 201610-Q10.19/2/2016
10.3.3*2011 Omnibus Incentive Plan, as amended and restated effective June 12, 201910-Q10.18/29/2019
10.4*Form of Non-employee Director Option Agreement under the 2011 Omnibus Incentive Plan8-K10.46/22/2011
10.5.1*Form of Restricted Stock Unit Agreement under the 2011 Omnibus Incentive Plan8-K10.23/21/2012
10.5.2*Form of Restricted Stock Unit Agreement under the 2011 Omnibus Incentive Plan10-K10.343/27/2019
10.6*Form of Executive Officer Nonstatutory Stock Option Agreement under the 2011 Omnibus Incentive Plan10-K10.543/28/2017
10.7*Form of Long-Term Performance Plan Award Agreement under the 2011 Omnibus Incentive Plan10-Q10.15/28/2020
10.8*Form of Performance Stock Unit Agreement under the 2011 Omnibus Incentive Plan10-K10.333/27/2019
10.9*Dollar Tree, Inc. 2015 Employee Stock Purchase Plan, effective September 1, 2015S-84.010/28/2015
10.10*Dollar Tree and Family Dollar Supplemental Deferred Compensation Plan10-Q10.18/24/2017
10.11.1*2013 Director Deferred Compensation Plan, as amended and restated effective December 31, 201610-K10.353/16/2018
10.11.2*2013 Director Deferred Compensation Plan, as amended and restated effective June 10, 20218-K10.66/11/2021
10.11.3*Amendment to the Dollar Tree, Inc. 2013 Director Deferred Compensation Plan, effective March 8, 202310-K10.12.33/10/2023
10.12*Form of Change in Control Retention Agreement for Executive Officers (portions of the exhibit have been omitted pursuant to a request for confidential treatment)10-Q10.111/29/2018
10.13.1*Dollar Tree, Inc. 2021 Omnibus Incentive Plan8-K10.16/11/2021
10.13.2*First Amendment to the Dollar Tree, Inc. 2021 Omnibus Incentive Plan, effective November 29, 202210-K10.15.23/10/2023
10.14*Form of Performance-Based Restricted Stock Unit Agreement under the 2021 Omnibus Incentive Plan8-K10.26/11/2021
10.15*Form of Long-Term Performance Plan Award Agreement under the 2021 Omnibus Incentive Plan8-K10.36/11/2021
10.16*Form of Restricted Stock Unit Agreement (Standard) under the 2021 Omnibus Incentive Plan8-K10.46/11/2021
10.17*Form of Non-Employee Director Nonstatutory Stock Option Agreement under the 2021 Omnibus Incentive Plan8-K10.56/11/2021
10.18*Form of Indemnification Agreement for Directors and Executive Officers8-K10.13/7/2022
Incorporated by Reference
ExhibitExhibit DescriptionFormExhibitFiling DateFiled Herewith
10.19Stewardship 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, 20228-K10.13/8/2022
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)8-K10.13/21/2022
10.20.2*Amendment to Executive Agreement, dated January 25, 2023, by the company and Richard W. Dreiling8-K/A10.11/27/2023
10.21*Nonstatutory Stock Option Agreement, effective March 19, 2022, by Richard W. Dreiling and Dollar Tree, Inc.8-K10.23/21/2022
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)10-Q10.15/25/2023
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)10-Q10.25/25/2023
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)10-Q10.35/25/2023
10.25*Non-Employee Director Deferred Compensation Program, effective July 1, 202310-Q10.18/24/2023
10.26Form of Commercial Paper Dealer Agreement between Dollar Tree, Inc., as issuer, and the applicable Dealer party thereto8-K10.17/7/2023
10.27Plea Agreement, dated February 26, 2024. *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-K10.12/26/2024
10.28*Letter Agreement, dated May 9, 2024, by and between Dollar Tree, Inc. and Richard McNeely8-K10.15/10/2024
10.29*Form of Executive Agreement (portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K).8-K10.111/15/2024
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).8-K10.11/21/2025
10.31Credit Agreement, dated as of March 21, 2025, among Dollar Tree, Inc., JPMorgan Chase Bank, N.A., as agent and the lenders and other parties thereto10-Q10.16/4/2025
10.32364-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 thereto10-Q10.26/4/2025
10.33*Dollar Tree, Inc. 2025 Employee Stock Purchase Plan, effective September 1, 2025S-84.37/31/2025
19.1Dollar Tree, Inc. Insider Trading Policy10-K19.13/26/2025
21.1Subsidiaries of the RegistrantX
23.1Consent of Independent Registered Public Accounting FirmX
24.1Power of Attorney (included on the signature page hereto)X
31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X
32.1Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
32.2Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
97.1Dollar Tree, Inc. Clawback Policy10-K97.13/20/2024
Incorporated by Reference
ExhibitExhibit DescriptionFormExhibitFiling DateFiled Herewith
101The following financial statements from our Form 10-K for the fiscal year ended 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 StatementsX
104The cover page from our Form 10-K for the fiscal year ended January 31, 2026, formatted in Inline XBRL and contained in Exhibit 101X
*Management contract or compensatory plan or arrangement

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