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Item 1. Financial Statements.

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Item 1. Financial Statements.

DOLLAR TREE, INC.

CONDENSED CONSOLIDATED INCOME STATEMENTS

(Unaudited)

13 Weeks Ended26 Weeks Ended
(in millions, except per share data)August 1, 2026August 2, 2025August 1, 2026August 2, 2025
Net sales$4,886.5$4,566.8$9,857.0$9,203.3
Other revenue4.73.610.06.8
Total revenue4,891.24,570.49,867.09,210.1
Cost of sales2,792.22,996.75,933.25,983.7
Selling, general and administrative expenses1,426.61,350.72,809.22,619.3
Transition services agreement income, net17.78.038.88.0
Operating income690.1231.01,163.4615.1
Interest expense, net17.822.834.145.5
Other income, net(14.1)(0.4)(19.5)(62.1)
Income from continuing operations before income taxes686.4208.61,148.8631.7
Provision for income taxes171.953.1287.0162.7
Income from continuing operations514.5155.5861.8469.0
Income from discontinued operations, net of tax—32.9—62.8
Net income$514.5$188.4$861.8$531.8
Basic earnings per share of common stock:
Continuing operations$2.70$0.75$4.45$2.23
Discontinued operations—0.16—0.30
Total basic earnings per share of common stock$2.70$0.91$4.45$2.53
Diluted earnings per share of common stock:
Continuing operations$2.70$0.75$4.44$2.22
Discontinued operations—0.16—0.30
Total diluted earnings per share of common stock$2.70$0.91$4.44$2.52
Weighted average common shares outstanding:
Basic190.6207.3193.7210.4
Diluted190.9207.8194.1210.8

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DOLLAR TREE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

13 Weeks Ended26 Weeks Ended
(in millions)August 1, 2026August 2, 2025August 1, 2026August 2, 2025
Net income$514.5$188.4$861.8$531.8
Foreign currency translation adjustments(4.0)(0.4)(4.8)5.2
Total comprehensive income$510.5$188.0$857.0$537.0

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DOLLAR TREE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in millions, except par value and share data)August 1, 2026January 31, 2026August 2, 2025
ASSETS
Current assets:
Cash and cash equivalents$1,058.1$717.8$666.3
Merchandise inventories2,452.22,495.42,683.4
Other current assets234.3233.0264.2
Total current assets3,744.63,446.23,613.9
Restricted cash43.742.977.5
Property, plant and equipment, net of accumulated depreciation of $5,179.2, $4,848.5 and $4,682.9, respectively5,100.94,959.64,652.4
Operating lease right-of-use assets4,559.14,435.14,393.2
Goodwill422.1423.2422.4
Deferred income taxes, net1.71.085.5
Other assets157.5158.2140.0
Total assets$14,029.6$13,466.2$13,384.9
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings$—$—$299.5
Current portion of operating lease liabilities1,011.01,000.2976.7
Accounts payable1,626.51,530.71,593.8
Other current liabilities665.6697.7616.9
Total current liabilities3,303.13,228.63,486.9
Long-term debt, net2,933.52,431.72,429.7
Operating lease liabilities, long-term3,726.33,623.73,636.8
Deferred income taxes, net347.9153.3—
Income taxes payable, long-term23.429.727.6
Other liabilities270.1244.3198.8
Total liabilities10,604.39,711.39,779.8
Contingencies (Note 3)
Shareholders’ equity:
Common stock, par value $0.01; 600,000,000 shares authorized, 187,672,941, 198,505,205 and 204,634,244 shares issued and outstanding, respectively1.92.02.1
Additional paid-in capital———
Accumulated other comprehensive loss(55.5)(50.7)(54.0)
Retained earnings3,478.93,803.63,657.0
Total shareholders’ equity3,425.33,754.93,605.1
Total liabilities and shareholders’ equity$14,029.6$13,466.2$13,384.9

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DOLLAR TREE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

13 Weeks Ended August 1, 2026
(in millions)Common Stock SharesCommon StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained EarningsShareholders' Equity
Balance at May 2, 2026193.2$1.9$—$(51.5)$3,556.6$3,507.0
Net income————514.5514.5
Total other comprehensive loss———(4.0)—(4.0)
Issuance of stock under Employee Stock Purchase Plan——1.4——1.4
Stock-based compensation, net——18.4——18.4
Repurchase of stock(5.6)—(13.2)—(592.2)(605.4)
Excise tax on repurchases of stock——(6.6)——(6.6)
Balance at August 1, 2026187.6$1.9$—$(55.5)$3,478.9$3,425.3
26 Weeks Ended August 1, 2026
(in millions)Common Stock SharesCommon StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained EarningsShareholders' Equity
Balance at January 31, 2026198.4$2.0$—$(50.7)$3,803.6$3,754.9
Net income————861.8861.8
Total other comprehensive loss———(4.8)—(4.8)
Issuance of stock under Employee Stock Purchase Plan——3.8——3.8
Stock-based compensation, net0.3—22.0——22.0
Repurchase of stock(11.1)(0.1)(13.6)—(1,186.5)(1,200.2)
Excise tax on repurchases of stock——(12.2)——(12.2)
Balance at August 1, 2026187.6$1.9$—$(55.5)$3,478.9$3,425.3

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DOLLAR TREE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (cont.)

(Unaudited)

13 Weeks Ended August 2, 2025
(in millions)Common Stock SharesCommon StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained EarningsShareholders' Equity
Balance at May 3, 2025209.5$2.1$—$(53.6)$3,956.3$3,904.8
Net income————188.4188.4
Total other comprehensive loss———(0.4)—(0.4)
Issuance of stock under Employee Stock Purchase Plan0.1—2.1——2.1
Stock-based compensation, net0.1—11.6——11.6
Repurchase of stock(5.1)—(8.8)—(487.7)(496.5)
Excise tax on repurchases of stock——(4.9)——(4.9)
Balance at August 2, 2025204.6$2.1$—$(54.0)$3,657.0$3,605.1
26 Weeks Ended August 2, 2025
(in millions)Common Stock SharesCommon StockAdditional Paid-in CapitalAccumulated Other Comprehensive LossRetained EarningsShareholders' Equity
Balance at February 1, 2025215.1$2.2$92.9$(59.2)$3,941.5$3,977.4
Net income————531.8531.8
Total other comprehensive income———5.2—5.2
Issuance of stock under Employee Stock Purchase Plan0.1—4.9——4.9
Stock-based compensation, net0.4—24.0——24.0
Repurchase of stock(11.0)(0.1)(112.8)—(816.3)(929.2)
Excise tax on repurchases of stock——(9.0)——(9.0)
Balance at August 2, 2025204.6$2.1$—$(54.0)$3,657.0$3,605.1

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DOLLAR TREE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

26 Weeks Ended
(in millions)August 1, 2026August 2, 2025
Cash flows from operating activities:
Net income$861.8$531.8
Income from discontinued operations, net of tax—62.8
Income from continuing operations$861.8$469.0
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Depreciation and amortization356.8313.1
Provision for deferred income taxes193.9158.7
Stock-based compensation expense40.731.6
Impairments0.40.1
Gain on insurance proceeds related to fixed assets—(41.0)
Other non-cash adjustments to income from continuing operations22.614.6
Changes in operating assets and liabilities:
Merchandise inventories40.2(7.4)
Income taxes receivable3.0(18.0)
Other current assets(4.4)(52.7)
Other assets(17.0)(17.3)
Accounts payable97.2(114.0)
Income taxes payable—(121.0)
Other current liabilities(38.6)41.1
Other liabilities19.415.5
Operating lease right-of-use assets and liabilities, net(10.5)(33.1)
Net cash provided by operating activities of continuing operations1,565.5639.2
Cash flows from investing activities:
Capital expenditures(498.8)(493.9)
Proceeds from sale of discontinued operations—668.0
Cash divested from sale of discontinued operations—(246.0)
Proceeds from insurance recoveries—50.0
Proceeds from (payments for) fixed asset disposition(1.0)0.7
Net cash used in investing activities of continuing operations(499.8)(21.2)
Cash flows from financing activities:
Proceeds from long-term debt500.0—
Principal payments for long-term debt—(1,000.0)
Debt-issuance costs—(3.8)
Proceeds from commercial paper notes—3,692.9
Repayments of commercial paper notes—(3,393.7)
Proceeds from stock issued pursuant to stock-based compensation plans3.84.9
Cash paid for taxes on exercises/vesting of stock-based compensation(18.7)(12.1)
Payments for repurchase of stock(1,208.9)(924.2)
Net cash used in financing activities(723.8)(1,636.0)
Cash flows from discontinued operations:
Net cash provided by operating activities of discontinued operations—343.3
Net cash used in investing activities of discontinued operations—(79.8)
Net cash provided by discontinued operations—263.5
Effect of exchange rate changes on cash, cash equivalents and restricted cash(0.8)0.6
Net change in cash, cash equivalents and restricted cash341.1(753.9)
Cash, cash equivalents and restricted cash at beginning of period760.71,511.2
Cash, cash equivalents and restricted cash at end of period$1,101.8$757.3
Supplemental disclosure of cash flow information(1):
Cash paid for:
Interest, net of amounts capitalized$52.7$71.3
Income taxes$95.8$144.1
Non-cash transactions:
Right-of-use assets obtained in exchange for new operating lease liabilities$609.1$780.1
Accrued capital expenditures$48.9$40.6
(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.

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DOLLAR TREE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Description of Business and Basis of Presentation

Dollar Tree, Inc. (“we,” “our,” “us,” or “the Company”) is a leading operator of discount retail stores in the United States and Canada.

The accompanying unaudited condensed consolidated financial statements include the financial statements of Dollar Tree, Inc., and its wholly-owned subsidiaries and were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 16, 2026. The results of operations for the 13 and 26 weeks ended August 1, 2026 are not necessarily indicative of the results to be expected for the entire fiscal year ending January 30, 2027.

In our opinion, the unaudited condensed consolidated financial statements included herein contain all adjustments (including those of a normal recurring nature) considered necessary for a fair presentation of our financial position as of August 1, 2026 and August 2, 2025 and the results of our operations and cash flows for the periods presented. The January 31, 2026 balance sheet information was derived from the audited consolidated financial statements as of that date.

All intercompany balances and transactions have been eliminated in consolidation. All amounts stated herein are in U.S. Dollars. Continuing operations consists of the operations of our Dollar Tree and Dollar Tree Canada brands, as well as our Summit Pointe property in Chesapeake, Virginia.

On July 5, 2025, we completed our 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 Company has continuing involvement with Family Dollar under a transition services agreement, through which the Company and Family Dollar continue to provide certain services to each other for a period of 18 months following the date of sale. The results of Family Dollar are presented as discontinued operations in the accompanying unaudited Condensed Consolidated Income Statements for the prior year comparable period.

Unless otherwise noted, all amounts and disclosures included in these Notes to Unaudited Condensed Consolidated Financial Statements reflect only our continuing operations. Refer to Note 10 for additional details on discontinued operations.

Note 2 - Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03 “Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”) which requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions. ASU 2024-03 is effective on a prospective basis for annual periods beginning in fiscal 2027 and for interim periods beginning in fiscal 2028, with retrospective application permitted. We are currently evaluating the impact of this standard to our consolidated financial statements.

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 is effective for annual and interim periods beginning in fiscal 2028, with early adoption permitted. ASU 2025-06 can be applied using a prospective transition approach, a modified transition approach or a retrospective transition approach. We are currently evaluating the impact of this standard to our consolidated financial statements.

In May 2026, the FASB issued ASU 2026-02, “Environmental Credits and Environmental Credit Obligations (Topic 818)” (“ASU 2026-02”), which establishes accounting and disclosure requirements for environmental credits and related environmental credit obligations. ASU 2026-02 is effective for annual and interim periods beginning in fiscal 2028, with early adoption permitted. ASU 2026-02 requires retrospective application through a cumulative-effect adjustment to the opening balance of

retained earnings as of the beginning of the annual reporting period of adoption. We are currently evaluating the impact of this standard to our consolidated financial statements.

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.

Note 3 - Contingencies

As previously reported, in the first quarter of fiscal 2024, a tornado destroyed our Dollar Tree distribution center in Marietta, Oklahoma. In connection with this, in the first quarter of fiscal 2026, we received additional insurance proceeds of $5.2 million related to damaged inventory which was recorded as a gain. In the first quarter of fiscal 2025, as previously reported, we received insurance proceeds of $70.0 million, including $50.0 million related to damaged property and equipment and $20.0 million related to damaged inventory. We recorded a gain of approximately $62.0 million for the excess of the insurance proceeds received over the losses incurred for the damaged property and equipment and damaged inventory.

The gains recorded in fiscal 2026 and fiscal 2025 are reflected within “Other income, net” in the accompanying unaudited Condensed Consolidated Income Statements.

Legal Proceedings

We are defendants in ordinary, routine litigation or proceedings incidental to our business, including employment-related matters; infringement of intellectual property rights; personal injury/wrongful death claims; real estate matters; environmental and safety issues; and product safety and product liability matters (including cases arising from talc and acetaminophen products sold by the Company). Legal proceedings may also include class, collective, representative and large cases and arbitrations. We will vigorously defend ourselves in these matters. We do not believe that any of these matters will, individually or in the aggregate, have a material effect on our business, financial condition, or liquidity. We cannot give assurance, however, that one or more of these matters will not have a material effect on our results of operations for the quarter or year in which any reserves are established (if ever) or they are resolved.

We assess our legal proceedings monthly and reserves are established if a loss is probable and the amount of such loss can be reasonably estimated. Many, if not substantially all, of our legal proceedings are subject to significant uncertainties and, therefore, determining the likelihood of a loss and the measurement of any loss can be complex and subject to judgment. With respect to the matters noted below where we have determined that a loss is reasonably possible but not probable, we are unable to reasonably estimate the amount or range of the possible loss at this time due to the inherent difficulty of predicting the outcome of and uncertainties regarding legal proceedings. Our assessments are based on estimates and assumptions that have been deemed reasonable by management, but that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions. Management’s assessment of legal proceedings could change because of future determinations or the discovery of facts which are not presently known. Accordingly, the ultimate costs of resolving these proceedings may be substantially higher or lower than currently estimated.

In connection with the sale of Family Dollar, Dollar Tree agreed to defend and indemnify Family Dollar against certain specified litigated matters, including certain product liability cases arising from customers' alleged use, before the sale, of talc and acetaminophen products purchased at Family Dollar.

Antidumping and Countervailing Duties

In 2025, the U.S. Department of Commerce (“DOC”) issued separate orders for antidumping (“AD”) and countervailing duties (“CVD”) on imports of paper plates and aluminum pans coming from China. In August 2025, the DOC initiated a circumvention case regarding whether paper plates sourced from Cambodia and Malaysia were circumventing the AD and CVD orders by using parent rolls of paper from China. Similarly, in July 2025, the DOC initiated a circumvention case regarding whether aluminum pans produced in Thailand and Vietnam were circumventing the AD and CVD orders by using parent rolls of aluminum from China. In addition to the DOC’s assessment of duties on products imported after case initiation, petitioners in both cases have requested the DOC to apply duties retroactively to imports that occurred prior to the initiation of the circumvention cases. The Company imported both products from impacted countries during the requested retroactive period and after initiation of the cases.

In April 2026, the DOC issued a preliminary determination in the aluminum pans case, affirming retroactive application. In May 2026, the Company filed a brief and in June 2026 it participated in a hearing to argue that the DOC should reverse its decision regarding retroactive application in its final determination. The DOC has extended the final determination in the aluminum pans case to August 31, 2026. In July 2026, the DOC issued a preliminary determination in the paper plates case, finding that retroactive application is not supported by the evidence in the case record. Petitioners filed a brief arguing that the DOC should reverse its decision not to apply duties retroactively. In response, the Company has filed a rebuttal brief and requested a hearing on this issue. The final determination deadline in the paper plates case is on October 14, 2026.

Although the DOC has significant discretion in deciding these cases, based on past precedent of DOC rulings, the Company does not believe it is probable that we will incur losses with respect to retroactive duties. Total exposure for retroactive duties in these cases is currently estimated to be as high as approximately $11 million for aluminum pans and $15 million for paper plates. For products imported after initiation of the cases, we recorded a charge of approximately $13 million during the second quarter of fiscal 2026 for AD and CVD.

In August 2026, the DOC initiated a new case regarding whether aluminum pans from Malaysia and Indonesia were circumventing the 2025 AD and CVD orders. To the extent the DOC makes an affirmative determination that aluminum pans from these countries had Chinese inputs, the Company’s imports may be subject to AD/CVD duties. The DOC has announced a preliminary determination date of January 4, 2027. The Company is currently unable to predict the ultimate outcome of these proceedings.

Tariff Refunds

On February 20, 2026, the U.S. Supreme Court ruled that certain of the tariffs imposed in fiscal 2025 under the International Emergency Economic Powers Act (“IEEPA”) were unlawful and remanded the case to the U.S. Court of International Trade (“CIT”) to provide a remedy for importers who had paid the tariffs. On March 4, 2026, the CIT ordered U.S. Customs and Border Protection (“CBP”) to begin refunding all tariffs imposed under IEEPA. On April 20, 2026, CBP launched a process for importers to submit IEEPA refund claims. The Company submitted claims for refunds totaling $379 million in April 2026. In the second quarter of fiscal 2026, the Company began receiving refunds for IEEPA tariffs previously paid, totaling approximately $369 million, plus $14 million of interest. Approximately $369 million is reflected within “Cost of sales,” and the interest is reflected within “Other income, net” in the accompanying unaudited Condensed Consolidated Income Statements. We do not expect the amounts of the remaining refunds of IEEPA tariffs to be material.

Note 4 - Short-Term Borrowings and Long-Term Debt

Long-Term Debt

On March 19, 2026, the Company entered into a credit agreement (the “Term Loan Credit Agreement”), with Bank of America, N.A., as agent, and the banks, financial institutions and other institutional lenders from time to time party thereto, providing for a $500.0 million term loan (the “Term Loan”). The Term Loan matures on March 19, 2029.

The Term Loan bears interest at an initial interest rate equal to the Term Secured Overnight Financing Rate (“SOFR”), as defined in the Term Loan Credit Agreement, plus 1.00%, subject to adjustment based on (i) our credit ratings and (ii) our leverage ratio. The Term Loan Credit Agreement allows voluntary repayment of the Term Loan at any time without premium or penalty, other than customary breakage costs with respect to SOFR loans.

The Term Loan contains a number of customary affirmative and negative covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to incur subsidiary indebtedness, incur liens, sell all or substantially all of our (including our subsidiaries’) assets and consummate certain fundamental changes. The Term Loan also contains financial covenants, including a maximum leverage ratio covenant and a minimum fixed charge coverage ratio covenant. The Term Loan Credit Agreement provides for certain events of default which, if any of them occur, would permit or require the Term Loan to be declared due and payable and the commitments thereunder to be terminated. As of August 1, 2026, we were in compliance with all applicable covenants.

Termination of the Existing Credit Agreement

Upon entering into the Term Loan Credit Agreement discussed above and the expiry of the Company’s existing $1.0 billion 364-Day revolving credit agreement, dated as of March 21, 2025, as amended, restated, supplemented or otherwise modified from time to time (the “364-Day Revolving Credit Facility”), on March 20, 2026, all commitments under the 364-Day Revolving Credit Facility have been terminated and all obligations have been fulfilled.

Short-Term Borrowings

In connection with the maturity of the 364-Day Revolving Credit Facility on March 20, 2026, the Company decreased the size of its commercial paper program, with the issuance of commercial paper notes limited to a maximum aggregate amount outstanding at any time of $1.5 billion, compared to the previous maximum permitted of $2.5 billion. The Company’s $1.5 billion revolving credit facility (the “Five-Year Credit Facility”) serves as a liquidity backstop for the repayment of notes outstanding under the commercial paper program.

In the second quarter of fiscal 2025, we leveraged our commercial paper program, in addition to utilizing available cash, to redeem our $1.0 billion principal amount of 4.00% Senior Notes due 2025 (the “4.00% Senior Notes”). There were no short-term borrowings outstanding at August 1, 2026 and January 31, 2026. As of August 2, 2025, $300.0 million principal amount of notes were outstanding under our commercial paper program, with a weighted-average interest rate of 4.6%.

Note 5 - Fair Value Measurements

Financial assets and liabilities are classified in the fair value hierarchy in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (e.g., when there is evidence of impairment). We did not record any material impairment charges during the 13 or 26 weeks ended August 1, 2026 or August 2, 2025.

Fair Value of Financial Instruments

The carrying amounts of “Cash and cash equivalents,” “Restricted cash” and “Accounts payable” as reported in the accompanying unaudited Condensed Consolidated Balance Sheets approximate fair value due to their short-term maturities. The carrying values of our Five-Year Credit Facility and borrowings under our commercial paper program approximate their fair values. At August 1, 2026, we had no borrowings outstanding under our Five-Year Credit Facility or our commercial paper program.

The aggregate fair values and carrying values of our long-term borrowings, including current portion, were as follows:

August 1, 2026January 31, 2026August 2, 2025
(in millions)Fair ValueCarrying ValueFair ValueCarrying ValueFair ValueCarrying Value
Level 1
Senior Notes$2,195.2$2,437.5$2,241.0$2,436.3$2,209.1$2,435.1
Level 2
Term Loan$497.5$500.0$—$—$—$—

The fair values of our Senior Notes were determined using Level 1 inputs as quoted prices in active markets for identical assets or liabilities are available. The fair value of our Term Loan was determined using market-based inputs for comparable corporate loans within the same industry, credit quality and currency, resulting in a Level 2 classification.

Note 6 - Earnings Per Share

The following table sets forth the calculations of basic and diluted earnings per share:

13 Weeks Ended26 Weeks Ended
(in millions, except per share data)August 1, 2026August 2, 2025August 1, 2026August 2, 2025
Numerator:
Income from continuing operations$514.5$155.5$861.8$469.0
Income from discontinued operations, net of tax—32.9—62.8
Net income$514.5$188.4$861.8$531.8
Denominator:
Weighted average number of shares outstanding190.6207.3193.7210.4
Dilutive impact of share-based awards (as determined by applying the treasury stock method)0.30.50.40.4
Weighted average number of shares and dilutive potential shares outstanding190.9207.8194.1210.8
Basic earnings per share of common stock:
Continuing operations$2.70$0.75$4.45$2.23
Discontinued operations—0.16—0.30
Total basic earnings per share of common stock$2.70$0.91$4.45$2.53
Diluted earnings per share of common stock:
Continuing operations$2.70$0.75$4.44$2.22
Discontinued operations—0.16—0.30
Total diluted earnings per share of common stock$2.70$0.91$4.44$2.52
Shares excluded from the calculation of diluted net income per share because their inclusion would be anti-dilutive1.82.21.82.2

Note 7 - Shareholders’ Equity

We repurchased 5,584,354 and 11,136,764 shares of common stock on the open market and in a block trade transaction at a cost of $612.0 million and $1.2 billion, including applicable excise tax, during the 13 and 26 weeks ended August 1, 2026, respectively. We repurchased 5,030,092 and 10,957,077 shares of common stock on the open market at a cost of $501.4 million and $938.2 million, including applicable excise tax, during the 13 and 26 weeks ended August 2, 2025, respectively. Of the shares repurchased during the 26 weeks ended August 1, 2026 and August 2, 2025, $0.5 million and $5.5 million, respectively, settled subsequent to August 1, 2026 and August 2, 2025, respectively, and these amounts were accrued in the accompanying unaudited Condensed Consolidated Balance Sheets.

In June 2026, we repurchased $500.0 million of our common stock as part of a block trade involving selling stockholders including certain funds affiliated with Mantle Ridge LP which is reflected in the current year share repurchase activity above. In July 2026, our Board of Directors replenished our share repurchase authorization to an aggregate amount of $2.5 billion, consistent with the authorization limit previously approved by the Board in July 2025. At August 1, 2026, we had $2.49 billion remaining under the $2.5 billion Board repurchase authorization.

Subsequent to August 1, 2026, we purchased an additional 41,412 shares of common stock on the open market at a cost of $5.3 million as of August 25, 2026.

Note 8 - Segments and Disaggregated Revenue

Dollar Tree is a leading operator of discount variety stores offering merchandise predominantly at the opening price point of $1.25, with additional offerings at higher price points. The Company operates 9,150 stores across 48 states and the District of Columbia and approximately 285 stores across seven Canadian provinces as of August 1, 2026. We also operate 17 distribution centers in the United States. Distribution services in Canada are provided by a third party from two facilities, one in British Columbia and one in Ontario. Our revenue and assets in Canada are not material.

The Company revised its composition of reportable segments in the first quarter of fiscal 2026 to disclose only one reportable segment. In fiscal 2025, the Company previously reported the Dollar Tree segment, which included the operations of all our stores and distribution centers under the Dollar Tree and Dollar Tree Canada brands, and corporate, support and other, which consisted of store support center costs and the results of operations for our Summit Pointe property in Chesapeake, Virginia. Corporate, support and other also included costs that were previously incurred in support of the Family Dollar segment but that were not directly attributable to it and thus were not recorded in discontinued operations. As a result of this change, we have recast prior year amounts to conform to the presentation of one reportable segment.

Our chief operating decision maker (“CODM”) is our chief executive officer of the Company. The CODM evaluates the financial performance of the Company using consolidated net income, operating income and gross profit. The CODM considers variances between actual results and internal budgets/forecasts when making decisions about allocating capital and resources. The CODM uses gross profit to evaluate our ability to control product and supply chain costs relative to changes in sales between comparable periods. The CODM uses operating income to evaluate the overall operating performance of the business. The measure of segment assets is reported on the Company’s unaudited Condensed Consolidated Balance Sheets as total consolidated assets.

Profit and loss information for our one reportable segment, is as follows:

13 Weeks Ended26 Weeks Ended
(in millions)August 1, 2026August 2, 2025August 1, 2026August 2, 2025
Net sales$4,886.5$4,566.8$9,857.0$9,203.3
Cost of sales2,792.22,996.75,933.25,983.7
Gross profit2,094.31,570.13,923.83,219.6
Other revenue4.73.610.06.8
Selling, general and administrative expenses1,426.61,350.72,809.22,619.3
Transition services agreement income, net17.78.038.88.0
Operating income690.1231.01,163.4615.1
Interest expense, net17.822.834.145.5
Other income, net(14.1)(0.4)(19.5)(62.1)
Provision for income taxes171.953.1287.0162.7
Income from continuing operations$514.5$155.5$861.8$469.0
Additional Information:
Depreciation and amortization expense$179.8$162.0$356.8$313.1
Capital expenditures$246.3$245.1$498.8$493.9

Corporate selling, general and administrative expenses were $130.8 million and $272.6 million for the 13 weeks and 26 weeks ended August 1, 2026, respectively. Corporate selling, general and administrative expenses were $147.6 million and $289.4 million for the 13 weeks and 26 weeks ended August 2, 2025, respectively.

Disaggregated Revenue

The following table summarizes net sales by merchandise category for our reportable segment:

13 Weeks Ended26 Weeks Ended
(in millions)August 1, 2026August 2, 2025August 1, 2026August 2, 2025
Consumable$2,521.751.6%$2,311.050.6%$5,016.450.9%$4,647.650.5%
Variety2,347.748.0%2,236.049.0%4,655.247.2%4,355.447.3%
Seasonal17.10.4%19.80.4%185.41.9%200.32.2%
Total net sales$4,886.5100.0%$4,566.8100.0%$9,857.0100.0%$9,203.3100.0%

Note 9 - Supply Chain Finance Program

We facilitate a voluntary supply chain finance program, administered through a financial institution, which provides participating suppliers with the opportunity to finance payments due from us. Participating suppliers may, at their sole discretion, elect to finance one or more invoices of ours prior to their scheduled due dates at a discounted price with the financial institution.

Our obligations to our suppliers, including amounts due and scheduled payment dates, are not impacted by the supplier’s decision to finance amounts under these arrangements. As such, the outstanding payment obligations under our supply chain financing program are included within “Accounts payable” in the accompanying unaudited Condensed Consolidated Balance Sheets and within “Cash flows from operating activities” in the accompanying unaudited Condensed Consolidated Statements of Cash Flows.

Our outstanding payment obligations under this program were $305.6 million, $305.1 million and $329.7 million as of August 1, 2026, January 31, 2026, and August 2, 2025, respectively.

Note 10 – Discontinued Operations

On July 5, 2025, we completed our 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 Company has continuing involvement with Family Dollar under a transition services agreement, through which the Company and Family Dollar continue to provide certain services to each other for a period of 18 months following the date of sale. For the 13 and 26 weeks ended August 1, 2026, we recorded $17.7 million and $38.8 million, respectively, of net income from transition services between the two companies. For the 13 and 26 weeks ended August 2, 2025, we recorded $8.0 million of net income from transition services between the two companies. In addition, the Company is guaranteeing lease obligations for certain Family Dollar stores amounting to $20.0 million and $10.0 million in the second and third year following the date of sale, respectively. The fair value of the lease guarantee is immaterial.

The results of Family Dollar are presented as discontinued operations in the accompanying unaudited Condensed Consolidated Income Statements for the prior year comparable period.

Financial Information of Discontinued Operations

“Income from discontinued operations, net of tax” in the accompanying unaudited Condensed Consolidated Income Statements for the prior year comparable period reflects the after-tax results of the Family Dollar business and does not include any allocation of general corporate overhead expense or interest expense of the Company.

The following table summarizes the results of operations of the Family Dollar business that are being reported as discontinued operations:

13 Weeks Ended26 Weeks Ended
(in millions)August 2, 2025August 2, 2025
Net sales$2,315.9$5,625.5
Other revenue2.14.5
Total revenue2,318.05,630.0
Cost of sales1,610.23,931.6
Selling, general and administrative expenses519.71,218.4
Operating income188.1480.0
Interest income1.12.7
Loss on held for sale and disposal of discontinued operations144.1402.5
Income from discontinued operations before income taxes45.180.2
Provision for income taxes12.217.4
Income from discontinued operations, net of tax$32.9$62.8

Assets and liabilities classified as held for sale are required to be recorded at the lower of carrying value or fair value less costs to sell. As of May 3, 2025, we remeasured the fair value of the Family Dollar business, including costs to sell and recorded an additional valuation allowance of $258.4 million. On July 5, 2025, the effective date of the sale, we recorded an additional loss on disposal totaling $144.1 million. The fair value of the Family Dollar business was estimated using the expected sale price as negotiated with the third party buyer. The valuation allowance was recorded within “Loss on held for sale and disposal of discontinued operations” in the summarized results of operations of discontinued operations for the 13 and 26 weeks ended August 2, 2025.

Capital expenditures related to discontinued operations were $77.8 million for the 26 weeks ended August 2, 2025.

Note 11 - Unaudited Condensed Consolidated Financial Statement Details

We record restricted cash in captions other than “Cash and cash equivalents” on the unaudited Condensed Consolidated Balance Sheets. The following is a reconciliation between “Cash and cash equivalents” and “Restricted cash” of continuing operations presented on the unaudited Condensed Consolidated Balance Sheets and the total cash, cash equivalents and restricted cash presented on the unaudited Condensed Consolidated Statements of Cash Flows:

(in millions)August 1, 2026August 2, 2025
Cash and cash equivalents on the unaudited Condensed Consolidated Balance Sheets$1,058.1$666.3
Restricted cash on the unaudited Condensed Consolidated Balance Sheets, included in “Other current assets”—13.5
Restricted cash on the unaudited Condensed Consolidated Balance Sheets, noncurrent43.777.5
Total cash, cash equivalents and restricted cash on the unaudited Condensed Consolidated Statements of Cash Flows$1,101.8$757.3

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