10-K – 2026-03-16 – dltr-20260131.htm

We estimate our markdown reserve based on the consideration of a variety of factors, including, but not limited to, quantities of slow moving or seasonal carryover merchandise on hand, historical markdown statistics and future merchandising plans. The accuracy of our estimates can be affected by many factors, some of which are outside of our control, including changes in economic conditions and consumer buying trends. Historically, we have not experienced significant differences in our estimated reserve for markdowns compared with actual results.
Actual shrink is recorded as physical inventory counts at the stores are taken once a year between January and October of each year. After physical inventory counts are taken, shrink accruals at period end are estimated using the overall enterprise-wide results from our most recent physical inventories adjusted, if necessary, for current economic conditions and business trends. We periodically adjust our shrink estimate based on these latest trends, and historically, these adjustments have not been material.
Our management believes that our application of the retail inventory method results in an inventory valuation that reasonably approximates cost and results in carrying inventory at the lower of cost or market each year on a consistent basis.
Self-Insurance Liabilities
The liabilities related to our self-insurance programs for workers’ compensation, general liability and auto are estimates that require judgment and the use of assumptions. Semiannually, we obtain third-party actuarial valuations to aid in valuing these liabilities and in determining the amount to accrue during the year. These actuarial valuations are estimates based on our claims experience for current and prior periods, exposure and severity factors, historical loss development factors, and other actuarial assumptions and the related accruals are adjusted as management’s estimates change.
Management’s estimate for self-insurance liabilities could vary from the ultimate loss sustained given the difficulty in predicting future events. Our self-insurance liabilities associated with workers’ compensation, general liability and auto related to continuing operations are recorded within “Other current liabilities” and “Other liabilities” in the accompanying Consolidated Balance Sheets and amounted to $327.2 million and $244.3 million at January 31, 2026 and February 1, 2025, respectively. The increase was primarily due to general liability claims developing and paying out at amounts significantly higher than anticipated, resulting in higher actuarially determined accruals.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangible assets are initially recorded at their fair values. These assets are not amortized but are evaluated annually for impairment. A more frequent evaluation is performed if events or circumstances indicate that impairment could have occurred. Such events or circumstances could include, but are not limited to, significant negative industry or economic trends, unanticipated changes in the competitive environment and a significant sustained decline in the market price of our stock.
For purposes of our goodwill impairment evaluation, the reporting units are Dollar Tree and Dollar Tree Canada. Goodwill has been assigned to the reporting units based on prior business combinations related to the brands. We have the option to initially perform a qualitative assessment to determine whether it is more likely than not that the fair value is less than the carrying amount. Alternatively, we may bypass the qualitative assessment and proceed directly to performing the quantitative impairment test. At the end of fiscal 2025, there were no indicators that the fair value of the Dollar Tree or Dollar Tree Canada reporting units were less than their carrying value.
In fiscal 2024, Family Dollar was also considered a reporting unit for goodwill impairment evaluations prior to being classified as held for sale. In connection with the fiscal 2024 annual impairment evaluation, management’s qualitative assessment indicated that it was more likely than not that the fair values of the Family Dollar reporting unit and the Family Dollar trade name were less than their carrying values. Therefore, management performed a quantitative assessment of both the Family Dollar goodwill and trade name. We estimated the fair value of the Family Dollar reporting unit by using market participant assumptions as there was an expected sale price for the business based on negotiations with potential third-party buyers. Based on this fair value, we recognized an impairment loss of $490.5 million which represented the remaining carrying amount of goodwill from the Family Dollar business. The fiscal 2024 goodwill impairment was driven primarily by a decrease in enterprise value attributed to the Family Dollar business using the expected sale price compared to our carrying value. Our evaluation of the Family Dollar trade name resulted in an impairment charge of $1.4 billion in fiscal 2024, driven primarily by a decrease in the royalty rate assumption based on lower future growth rates and earnings before interest and taxes (“EBIT”) margin assumptions for the Family Dollar reporting unit.
For additional information related to goodwill and indefinite-lived intangible assets, including the related impairment evaluations, refer to Note 2 to our consolidated financial statements under the caption “Goodwill and Nonamortizing Intangible Assets” and Note 15 . For additional information related to uncertainties associated with the key assumptions and any potential events and/or circumstances that could have a negative effect on the key assumptions, please refer to “ Item 1A. Risk Factors ” and elsewhere within this “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” If our assumptions and related estimates change in the future, we may be required to record additional impairment charges against earnings in future periods. Any impairment charges that we may take in the future could be material to our results of operations and financial condition.
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Assets Held for Sale and Discontinued Operations
A business is classified as held for sale when management having the authority to approve the action commits to a plan to sell the business, the business is available for immediate sale in its present condition and an active program to locate a buyer has been initiated. Additionally, the sale must be probable to occur during the next 12 months at a price that is reasonable in relation to its current fair value and actions required to complete the plan indicate it is unlikely significant changes to the plan will be made or the plan will be withdrawn. A business classified as held for sale is recorded at the lower of (i) its carrying amount and (ii) estimated fair value less costs to sell. When the carrying amount of the business exceeds its estimated fair value less costs to sell, a loss is recognized and updated each reporting period as appropriate. Assets held for sale are not further depreciated or amortized once such a determination is reached.
The results of operations of businesses classified as held for sale are reported as discontinued operations if the disposal represents a strategic shift that will have a major effect on the entity’s operations and financial results. When a business is identified for discontinued operations reporting: (i) results for prior periods are retrospectively reclassified as discontinued operations; (ii) results of operations are reported in a single line, net of tax, in the consolidated statement of operations; and (iii) assets and liabilities are reported as held for sale in the consolidated balance sheets in the period in which the business is classified as held for sale.
As previously noted, 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 concluded the assets of the Family Dollar business met the criteria for classification as held for sale during the fourth quarter of fiscal 2024. Additionally, we determined the ultimate disposal, which took place on July 5, 2025, represented a strategic shift that had a major effect on our operations and financial results. As such, the results of Family Dollar are presented as discontinued operations in the accompanying Consolidated Statements of Operations for all periods presented. The assets and liabilities of Family Dollar have been reflected as assets and liabilities of discontinued operations in the accompanying Consolidated Balance Sheets for all prior periods presented. The Company ceased depreciating and amortizing its long-lived assets for Family Dollar which primarily included right-of-use assets and property and equipment, during the fourth quarter of fiscal 2024. 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.
In fiscal 2024, we calculated an estimated loss on classification to held for sale of approximately $3.4 billion, reflecting the write-down of the carrying value of the Family Dollar business to fair value less costs to sell. The fair value was determined by using market participant assumptions as there was an expected sale price for the business based on negotiations with the buyer. Costs to sell included estimated incremental, direct costs incurred to transact the sale of the Family Dollar business. In fiscal 2025, we calculated an additional loss on disposal of approximately $407.7 million based on the actual proceeds received from the buyer compared to the final carrying value of the Family Dollar business less costs to sell. Refer to Note 15 to our consolidated financial statements for additional information.
Summary of Significant Accounting Policies
Refer to Note 2 to our consolidated financial statements for a summary of our significant accounting policies and our assessment of recently issued accounting standards.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to various types of market risk in the normal course of our business, including the impact of interest rate changes, diesel fuel cost changes and inflation. We may enter into interest rate or diesel fuel swaps to manage exposure to interest rate and diesel fuel price changes. We do not enter into derivative instruments for any purpose other than cash flow hedging and we do not hold derivative instruments for trading purposes.
Interest Rate Risk
Our exposure to interest rate risk relates to our Five-Year Credit Facility, our 364-Day Revolving Credit Facility, borrowings under our commercial paper program, and any future debt transactions to raise capital or replace existing maturities. At January 31, 2026, we had no borrowings outstanding under our credit facilities or our commercial paper program.
Inflation Risk
The primary inflationary factors impacting our business include changes to the costs of merchandise, transportation (including the cost of diesel fuel), store construction-related costs, and labor. If these inflationary pressures become significant, we may not be able to fully offset such higher costs through adjustments to our product assortment, improvements in operational efficiencies or increases in our comparable store net sales. Our inability or failure to do so could harm our business, financial condition and results of operations.
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Item 8. Financial Statements and Supplementary Data

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page
   
Report of Independent Registered Public Accounting Firm (PCAOB ID: 185 )
38

Consolidated Statements of Operations
40

Consolidated Statements of Comprehensive Income (Loss)
41

Consolidated Balance Sheets
42

Consolidated Statements of Shareholders’ Equity
43

Consolidated Statements of Cash Flows
44

Notes to Consolidated Financial Statements
45

Note 1 - Description of Business and Basis of Presentation
45

Note 2 - Summary of Significant Accounting Policies
45

Note 3 - Supplemental Balance Sheet Information
50

Note 4 - Income Taxes
51

Note 5 - Commitments and Contingencies
54

Note 6 - Short-Term Borrowings and Long-Term Debt
56

Note 7 - Leases
57

Note 8 - Fair Value Measurements
58

Note 9 - Shareholders’ Equity
59

Note 10 - Stock-Based Compensation Plans
60

Note 11 - Earnings (Loss) Per Share
63

Note 12 - Employee Benefit Plan
64

Note 13 - Segments and Disaggregated Revenue
64

Note 14 - Supply Chain Finance Program
66

Note 15 - Discontinued Operations
66

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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Dollar Tree, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Dollar Tree, Inc. and subsidiaries (the Company) as of January 31, 2026 and February 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 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 January 31, 2026 and February 1, 2025, and the results of its operations and its cash flows for each of the years in the three-year period ended 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 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 16, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that 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 a critical audit 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of estimated self-insurance liability
As discussed in Note 2 to the consolidated financial statements, the Company considers actuarial assumptions to estimate its self-insurance liability. As of January 31, 2026, the Company recorded an estimated liability of $327.2 million.
We identified the evaluation of the estimated self-insurance liability as a critical audit matter. The estimation process involves auditor judgment and actuarial expertise to evaluate the actuarial methods and assumptions that are used to estimate future claim payments. Specifically, the evaluation includes the assumptions related to the loss development factors and expected loss rates which are primarily driven by historical claims paid and incurred data.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s self-insurance liability estimation process. This included controls related to (1) the selection of the actuarial methods, and the development of the loss development factors and expected loss rates used to calculate the liability, and (2) the completeness and accuracy of historical claims paid and incurred data. We assessed the Company’s estimate of the liability by testing a selection of certain data, including claims data, utilized by the Company’s actuary by comparing it to relevant documentation. We involved actuarial professionals with specialized skills and knowledge, who assisted in:
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• assessing the Company’s actuarial methods by comparing them to generally accepted actuarial methodologies
• evaluating the Company’s actuarial estimates and assumptions related to the loss development factors and expected loss rates, by comparing them to generally accepted actuarial methodologies and the Company’s historical data and trends.

/s/ KPMG LLP
We have served as the Company’s auditor since 1987.

Virginia Beach, Virginia
March 16, 2026

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DOLLAR TREE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

  Year Ended
(in millions, except per share data) January 31, 2026 February 1, 2025 February 3, 2024
Net sales $ 19,395.7   $ 17,565.8   $ 16,770.3  
Other revenue 16.1   12.7   10.8  
Total revenue 19,411.8   17,578.5   16,781.1  
Cost of sales 12,345.0   11,284.1   10,761.4  
Selling, general and administrative expenses 5,468.6   4,832.4   4,245.2  
Transition services agreement income, net 54.9   —   —  
Operating income 1,653.1   1,462.0   1,774.5  
Interest expense, net 85.5   107.5   112.5  
Other (income) expense, net ( 61.9 ) ( 29.1 ) 0.1  
Income from continuing operations before income taxes 1,629.5   1,383.6   1,661.9  
Provision for income taxes 404.2   341.1   396.1  
Income from continuing operations 1,225.3   1,042.5   1,265.8  
Income (loss) from discontinued operations, net of tax 57.2   ( 4,072.6 ) ( 2,264.2 )
Net income (loss) $ 1,282.5   $ ( 3,030.1 ) $ ( 998.4 )

Basic earnings (loss) per share of common stock:
Continuing operations $ 5.95   $ 4.83   $ 5.77  
Discontinued operations 0.28   ( 18.88 ) ( 10.32 )
Total basic earnings (loss) per share of common stock $ 6.23   $ ( 14.05 ) $ ( 4.55 )

Diluted earnings (loss) per share of common stock:
Continuing operations $ 5.94   $ 4.83   $ 5.76  
Discontinued operations 0.28   ( 18.86 ) ( 10.30 )
Total diluted earnings (loss) per share of common stock $ 6.22   $ ( 14.03 ) $ ( 4.54 )

Weighted average common shares outstanding:
Basic 205.8 215.7 219.5
Diluted 206.3 215.9 219.9

See accompanying Notes to Consolidated Financial Statements
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DOLLAR TREE, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Year Ended
(in millions) January 31, 2026 February 1, 2025 February 3, 2024
Net income (loss) $ 1,282.5   $ ( 3,030.1 ) $ ( 998.4 )

Foreign currency translation adjustments 8.5   ( 15.6 ) ( 2.4 )

Total comprehensive income (loss) $ 1,291.0   $ ( 3,045.7 ) $ ( 1,000.8 )

See accompanying Notes to Consolidated Financial Statements
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DOLLAR TREE, INC.
CONSOLIDATED BALANCE SHEETS

(in millions, except par value and share data) January 31, 2026 February 1, 2025
ASSETS    
Current assets:    
Cash and cash equivalents $ 717.8   $ 1,256.5  
Merchandise inventories 2,495.4   2,672.0  
Other current assets 233.0   169.8  
Current assets of discontinued operations —   5,008.9  
Total current assets 3,446.2   9,107.2  
Restricted cash 42.9   75.7  
Property, plant and equipment, net of accumulated depreciation of $ 4,848.5
    and $ 4,332.3 , respectively
4,959.6   4,499.3  
Operating lease right-of-use assets 4,435.1   4,146.4  
Goodwill 423.2   421.2  

Deferred income taxes, net
1.0   260.6  
Other assets 158.2   133.6  

Total assets $ 13,466.2   $ 18,644.0  
LIABILITIES AND SHAREHOLDERS’ EQUITY    
Current liabilities:    

Current portion of long-term debt $ —   $ 1,000.0  
Current portion of operating lease liabilities 1,000.2   960.7  
Accounts payable 1,530.7   1,705.8  
Income taxes payable —   120.1  
Other current liabilities 697.7   574.4  
Current liabilities of discontinued operations —   4,224.9  
Total current liabilities 3,228.6   8,585.9  
Long-term debt, net, excluding current portion 2,431.7   2,431.2  
Operating lease liabilities, long-term 3,623.7   3,438.7  
Deferred income taxes, net 153.3   —  
Income taxes payable, long-term 29.7   28.2  
Other liabilities 244.3   182.6  

Total liabilities 9,711.3   14,666.6  
Commitments and contingencies (Note 5)
Shareholders’ equity:    
Common stock, par value $ 0.01 ; 600,000,000 shares authorized, 198,505,205
  and 215,078,018 shares issued and outstanding at January 31, 2026 and
  February 1, 2025, respectively
2.0   2.2  
Additional paid-in capital —   92.9  
Accumulated other comprehensive loss ( 50.7 ) ( 59.2 )
Retained earnings 3,803.6   3,941.5  
Total shareholders’ equity 3,754.9   3,977.4  
Total liabilities and shareholders’ equity $ 13,466.2   $ 18,644.0  

See accompanying Notes to Consolidated Financial Statements
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DOLLAR TREE, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
YEARS ENDED JANUARY 31, 2026, FEBRUARY 1, 2025, AND FEBRUARY 3, 2024

(in millions) Common
Stock
Shares Common
Stock Additional
Paid-in
Capital Accumulated
Other
Comprehensive
Loss Retained
Earnings Shareholders’
Equity
Balance at January 28, 2023
221.2   $ 2.2   $ 667.5   $ ( 41.2 ) $ 8,123.0   $ 8,751.5  
Net loss —  —  —  —  ( 998.4 ) ( 998.4 )
Total other comprehensive loss —  —  —  ( 2.4 ) —  ( 2.4 )
Issuance of stock under Employee Stock
    Purchase Plan —  —  9.9   —  —  9.9  
Exercise of stock options —  —  0.1   —  —  0.1  
Stock-based compensation, net 0.6   —  56.7   —  —  56.7  
Repurchase of stock ( 3.9 ) —  ( 500.0 ) —  —  ( 500.0 )
Excise tax on repurchase of stock —  —  ( 4.3 ) —  —  ( 4.3 )
Balance at February 3, 2024
217.9   2.2   229.9   ( 43.6 ) 7,124.6   7,313.1  
Net loss —  —  —  —  ( 3,030.1 ) ( 3,030.1 )
Total other comprehensive loss —  —  —  ( 15.6 ) —  ( 15.6 )
Issuance of stock under Employee Stock
    Purchase Plan 0.1   —  9.7   —  —  9.7  
Exercise of stock options —  —  0.1   —  —  0.1  
Stock-based compensation, net 0.4   —  103.8   —  —  103.8  
Repurchase of stock ( 3.3 ) —  ( 247.0 ) —  ( 153.0 ) ( 400.0 )
Excise tax on repurchase of stock —  —  ( 3.6 ) —  —  ( 3.6 )
Balance at February 1, 2025
215.1   2.2   92.9   ( 59.2 ) 3,941.5   3,977.4  
Net income —  —  —  —  1,282.5   1,282.5  
Total other comprehensive income —  —  —  8.5   —  8.5  
Issuance of stock under Employee Stock
    Purchase Plan 0.1   —  7.5   —  —  7.5  
Exercise of stock options —  —  0.8   —  —  0.8  
Stock-based compensation, net 0.4   —  49.9   —  —  49.9  
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  

See accompanying Notes to Consolidated Financial Statements
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DOLLAR TREE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

  Year Ended
(in millions) January 31, 2026 February 1, 2025 February 3, 2024
Cash flows from operating activities:      
Net income (loss) $ 1,282.5   $ ( 3,030.1 ) $ ( 998.4 )
Income (loss) from discontinued operations, net of tax 57.2   ( 4,072.6 ) ( 2,264.2 )
Income from continuing operations $ 1,225.3   $ 1,042.5   $ 1,265.8  
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:      

Depreciation and amortization 648.1   526.9   400.5  
Provision for deferred income taxes 147.4   49.3   55.1  
Stock-based compensation expense 58.9   106.9   76.3  

Impairments 9.0   52.1   10.9  
Gain on insurance proceeds related to fixed assets ( 41.0 ) —   —  
Other non-cash adjustments to income from continuing operations 92.9   20.0   8.6  

Changes in operating assets and liabilities:      
Merchandise inventories 130.6   ( 182.6 ) 488.2  
Income taxes receivable ( 13.7 ) —   —  
Other current assets ( 65.7 ) ( 32.8 ) ( 37.9 )
Other assets ( 45.2 ) ( 78.1 ) ( 54.5 )
Accounts payable ( 178.1 ) 541.4   87.9  
Income taxes payable 128.9   110.6   67.2  
Other current liabilities 101.8   14.4   92.4  
Other liabilities 63.1   45.4   14.5  
Operating lease right-of-use assets and liabilities, net ( 71.6 ) ( 22.7 ) ( 74.2 )
Net cash provided by operating activities of continuing operations 2,190.7   2,193.3   2,400.8  
Cash flows from investing activities:      
Capital expenditures ( 1,134.0 ) ( 1,300.5 ) ( 1,193.8 )
Proceeds from sale of discontinued operations 680.0   —   —  
Cash divested from sale of discontinued operations
( 246.0 ) —   —  

Proceeds from insurance recoveries 50.0   50.0   —  
Proceeds from (payments for) fixed asset disposition 1.3   1.1   ( 1.0 )
Net cash used in investing activities of continuing operations ( 648.7 ) ( 1,249.4 ) ( 1,194.8 )
Cash flows from financing activities:      

Principal payments for long-term debt ( 1,000.0 ) —   —  
Debt-issuance costs ( 3.8 ) —   —  

Proceeds from commercial paper notes 10,117.2   3,206.1   1,067.9  
Repayments of commercial paper notes ( 10,117.2 ) ( 3,206.1 ) ( 1,067.9 )

Proceeds from stock issued pursuant to stock-based compensation plans 8.2   9.8   10.0  
Cash paid for taxes on exercises/vesting of stock-based compensation ( 13.3 ) ( 21.1 ) ( 40.0 )
Payments for repurchase of stock ( 1,548.0 ) ( 400.0 ) ( 500.0 )
Net cash used in financing activities ( 2,556.9 ) ( 411.3 ) ( 530.0 )
Cash flows from discontinued operations:
Net cash provided by operating activities of discontinued operations 343.3   669.2   283.7  
Net cash used in investing activities of discontinued operations ( 79.8 ) ( 446.0 ) ( 912.8 )
Net cash provided by (used in) discontinued operations 263.5   223.2   ( 629.1 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash 0.9   ( 1.8 ) ( 1.0 )
Net change in cash, cash equivalents and restricted cash ( 750.5 ) 754.0   45.9  
Cash, cash equivalents and restricted cash at beginning of year 1,511.2   757.2   711.3  
Cash, cash equivalents and restricted cash at end of year $ 760.7   $ 1,511.2   $ 757.2  
Supplemental disclosure of cash flow information (1) :
     
Cash paid for:      
Interest, net of amounts capitalized $ 125.4   $ 132.8   $ 131.4  

Non-cash transactions:
Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,301.0   $ 1,753.5   $ 1,893.1  
Accrued capital expenditures $ 45.7   $ 74.5   $ 138.8  

(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.

 

See accompanying Notes to Consolidated Financial Statements
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DOLLAR TREE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Description of Business and Basis of Presentation
Description of Business
Dollar Tree, Inc. (“we,” “our,” “us,” or “the Company”) is a leading operator of discount retail stores in the United States and Canada.
Basis of Presentation
The accompanying 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”). All intercompany balances and transactions have been eliminated in consolidation. All amounts stated herein are in U.S. Dollars. Continuing operations consists of the Dollar Tree segment and corporate, support and other.
Fiscal Year
Our fiscal year is a 52-week or 53-week period ending on the Saturday closest to January 31. References to “fiscal 2026,” “fiscal 2025,” “fiscal 2024,” and “fiscal 2022,” relate to the 52-week fiscal years ended January 30, 2027, January 31, 2026, February 1, 2025, and January 28, 2023, respectively. References to “fiscal 2023” relate to the 53-week fiscal year ended February 3, 2024.

Note 2 - Summary of Significant Accounting Policies
Assets Held for Sale and Discontinued Operations
In accordance with Accounting Standards Codification (“ASC”) Subtopic 205-20 “Discontinued Operations,” a business is classified as held for sale when management having the authority to approve the action commits to a plan to sell the business, the business is available for immediate sale in its present condition and an active program to locate a buyer has been initiated. Additionally, the sale must be probable to occur during the next 12 months at a price that is reasonable in relation to its current fair value and actions required to complete the plan indicate it is unlikely significant changes to the plan will be made or the plan will be withdrawn. A business classified as held for sale is recorded at the lower of (i) its carrying amount and (ii) estimated fair value less costs to sell. When the carrying amount of the business exceeds its estimated fair value less costs to sell, a loss is recognized and updated each reporting period as appropriate. Assets held for sale are not depreciated or amortized.
The results of operations of businesses classified as held for sale are reported as discontinued operations if the disposal represents a strategic shift that will have a major effect on the entity’s operations and financial results. When a business is identified for discontinued operations reporting: (i) results for prior periods are retrospectively reclassified as discontinued operations; (ii) results of operations are reported in a single line, net of tax, in the consolidated statement of operations; and (iii) assets and liabilities are reported as held for sale in the consolidated balance sheets in the period in which the business is classified as held for sale.
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. The Company concluded the assets of the Family Dollar business met the criteria for classification as held for sale during the fourth quarter of fiscal 2024. Additionally, the Company determined the ultimate disposal, which took place on July 5, 2025, represented a strategic shift that had a major effect on our operations and financial results. As such, the results of Family Dollar are presented as discontinued operations in the accompanying Consolidated Statements of Operations for all periods presented. The assets and liabilities of Family Dollar have been reflected as assets and liabilities of discontinued operations in the accompanying Consolidated Balance Sheets for all prior periods presented.
Unless otherwise noted, all amounts and disclosures included in these Notes to Consolidated Financial Statements reflect only our continuing operations. Refer to Note 15 for additional details on discontinued operations.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Cash and Cash Equivalents
Cash and cash equivalents at January 31, 2026 and February 1, 2025 includes $ 498.0 million and $ 1,050.9 million, respectively, of investments primarily in money market securities which are valued at cost, which approximates fair value. In accordance with ASC Topic 305 “Cash and Cash Equivalents,” we consider all highly-liquid debt instruments with original maturities of three months or less to be cash equivalents. The majority of payments due from financial institutions for the settlement of debit card and credit card transactions process within three business days, and therefore are classified as cash and cash equivalents.
Under our cash management system, payments issued but not presented to banks frequently result in book overdraft balances for accounting purposes and are classified within “Accounts payable” in the accompanying Consolidated Balance Sheets. Changes in the book overdraft position are presented within “Net cash provided by operating activities” within the Consolidated Statements of Cash Flows. The amount of these payments included in “Accounts Payable” as of January 31, 2026 and February 1, 2025 was $ 142.2 million and $ 155.5 million, respectively.
The Consolidated Statements of Cash Flows includes the cash flows of continuing and discontinued operations. The following is a reconciliation between “Cash and cash equivalents” and “Restricted cash” of continuing operations presented in the Consolidated Balance Sheets and the total cash, cash equivalents and restricted cash presented in the Consolidated Statements of Cash Flows:

(in millions) January 31, 2026 February 1, 2025
Cash and cash equivalents on the Consolidated Balance Sheets $ 717.8   $ 1,256.5  
Restricted cash on the Consolidated Balance Sheets, noncurrent 42.9   75.7  
Cash, cash equivalents and restricted cash of discontinued operations included in current assets of discontinued operations on the Consolidated Balance Sheets —   179.0  
Total cash, cash equivalents and restricted cash on the Consolidated
 Statements of Cash Flows $ 760.7   $ 1,511.2  

Merchandise Inventories
In accordance with ASC Topic 330 “Inventory,” merchandise inventories at our distribution centers are stated at the lower of cost or net realizable value, determined on a weighted-average cost basis. Cost is assigned to store inventories using the retail inventory method on a weighted-average basis. Under the retail inventory method, the valuation of inventories at cost and the resulting gross margins are computed by applying a calculated cost-to-retail ratio to the retail value of inventories.
Costs directly associated with warehousing and distribution are capitalized as merchandise inventories. Total warehousing and distribution costs capitalized into inventory amounted to $ 190.5 million and $ 195.3 million at January 31, 2026 and February 1, 2025, respectively.
Property, Plant and Equipment
In accordance with ASC Topic 360 “Property, Plant and Equipment,” property, plant and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets as follows:

Buildings 39 to 40 years

Building improvements 20 years

Furniture, fixtures and equipment, software 3 to 15 years

Leasehold improvements Shorter of remaining lease term or related asset life

Depreciation is included in “Selling, general and administrative expenses” in the accompanying Consolidated Statements of Operations, with the exception of depreciation related to our merchandising and distribution-related assets which are included in “Cost of sales” in the accompanying Consolidated Statements of Operations.
Capitalized Interest
We capitalize interest on borrowed funds during the construction of certain property and equipment based on our weighted average borrowing rates in place while the projects are in progress. We capitalized $ 4.2 million, $ 7.6 million and $ 5.9 million of interest costs in the years ended January 31, 2026, February 1, 2025 and February 3, 2024, respectively.

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Insurance Reserves and Restricted Cash
We utilize a combination of insurance and self-insurance programs, including a wholly-owned captive insurance entity, to provide for the potential liabilities for certain risks, including workers’ compensation, general liability and auto. Liabilities associated with the risks that are retained by us are not discounted and are estimated, in part, by considering claims experience, exposure and severity factors, historical loss development factors, and other actuarial assumptions. Our self-insurance liabilities associated with workers’ compensation, general liability and auto are recorded within “Other current liabilities” and “Other liabilities” in the accompanying Consolidated Balance Sheets and amounted to $ 327.2 million and $ 244.3 million at January 31, 2026 and February 1, 2025, respectively.
Dollar Tree Insurance, Inc., a South Carolina-based wholly-owned captive insurance subsidiary of ours, charges the operating subsidiary companies premiums to insure the retained workers’ compensation, general liability and auto exposures. Pursuant to South Carolina insurance regulations, Dollar Tree Insurance, Inc. maintains certain levels of cash and cash equivalents related to its self-insured exposures.
We also maintain certain cash balances related to our insurance programs which are held in trust and restricted as to withdrawal or use. These amounts are reflected in “Restricted cash” in the accompanying Consolidated Balance Sheets and amounted to $ 42.9  million and $ 75.7  million at January 31, 2026 and February 1, 2025, respectively.
Lease Accounting
Our lease portfolio primarily consists of leases for our retail store locations, vehicles and trailers, as well as distribution center space and equipment. In accordance with ASC Topic 842 “Leases,” we determine if an arrangement is a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether we obtain substantially all of the economic benefits from and have the ability to direct the use of the asset. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets. We recognize expense for these leases on a straight-line basis over the lease term. For leases with an initial term in excess of 12 months, we determine the initial classification and measurement of the right-of-use (“ROU”) assets and lease liabilities at the lease commencement date and thereafter if modified. ROU assets represent our right to control the underlying assets under lease, over the contractual term. ROU assets and lease liabilities are recognized on the Consolidated Balance Sheets based on the present value of future minimum lease payments to be made over the lease term.
As most of our leases do not provide an implicit rate, we use our incremental borrowing rate in determining the present value of future lease payments. Inputs to the calculation of our incremental borrowing rate include the valuations and yields of our outstanding senior notes and their credit spreads over comparable U.S. Treasury rates, adjusted to a collateralized basis by estimating the credit spread improvement that would result from an upgrade of one ratings classification. Most leases include one or more options to renew and the exercise of renewal options is at our sole discretion. We do not include renewal options in our determination of the lease term unless the renewals are deemed to be reasonably certain. Operating lease expense for lease payments not yet paid is recognized on a straight-line basis over the lease term. The operating lease ROU asset is reduced by lease incentives, which has the effect of lowering the operating lease expense. Operating lease ROU assets are periodically reviewed for impairment losses. We use the long-lived assets impairment guidance in ASC Subtopic 360-10 “Property, Plant, and Equipment - Overall,” to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize.
We have real estate leases that typically include payments related to non-lease components, such as common area maintenance, as well as payments for real estate taxes and insurance which are not considered components of the lease. These payments are generally variable and based on actual costs incurred by the lessor. These costs are expensed as incurred as variable lease costs and excluded for the purpose of calculating the ROU asset and lease liability. A smaller number of real estate leases contain fixed payments for common area maintenance, real estate taxes and insurance. These fixed payments are considered part of the lease payment and included in the ROU asset and lease liability. In addition, certain of our lease agreements include rental payments based on a percentage of retail sales over contractual levels and others include rental payments adjusted periodically for inflation. These payments are expensed as incurred as variable lease costs. Our lease agreements do not contain any material residual value guarantees or material restrictive financial covenants.
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of
In accordance with ASC Topic 360, we review our long-lived assets and certain identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets based on discounted cash flows or other readily available evidence of fair value, if any. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
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In fiscal 2025, fiscal 2024 and fiscal 2023, we recorded impairment charges related to continuing operations of $ 9.0 million, $ 52.1 million and $ 10.9 million, respectively, to write down certain assets. These charges are recorded as a component of “ Selling, general and administrative expenses ” in the accompanying Consolidated Statements of Operations. Of the impairment charges recorded in fiscal 2024, approximately $ 44.0  million related to capitalized software costs for enterprise merchandising and store system projects that were not fully implemented and were cancelled in connection with the decision to sell the Family Dollar business.
Refer to Note 15 for discussion of impairment charges recorded related to discontinued operations.
Goodwill and Nonamortizing Intangible Assets
Goodwill and nonamortizing intangible assets, including trade names acquired in business combinations, are not amortized, but rather tested for impairment at least annually. In addition, goodwill and nonamortizing intangible assets are tested on an interim basis if an event or circumstance indicates that it is more likely than not that an impairment loss has been incurred. For both goodwill and nonamortizing intangible assets, we have the option to initially perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. Alternatively, we may bypass the qualitative assessment in any given year and proceed directly to performing the quantitative impairment test. We perform our annual impairment testing of goodwill and nonamortizing intangible assets during the fourth quarter of each year. Our reporting units are determined in accordance with the provisions of ASC Topic 350, “Intangibles - Goodwill and Other.”
When a quantitative impairment test is performed for an acquired trade name, we compare the fair value, based on an income approach using the relief-from-royalty method, to its carrying value. If the carrying value of the asset exceeds its estimated fair value, an impairment loss is recognized in an amount equal to that excess.
When a quantitative impairment test is performed for goodwill, we estimate the fair value of the reporting unit using a combination of a market multiple method and a discounted cash flow method. We recognize goodwill impairment for the amount by which the reporting unit’s carrying amount exceeds its estimated fair value, not to exceed the total carrying amount of goodwill allocated to the reporting unit.
There were no impairments of goodwill associated with continuing operations in fiscal 2025, fiscal 2024 and fiscal 2023. Refer to Note 15 for information on goodwill and trade name intangible assets from discontinued operations, including the results of the impairment tests.
Revenue Recognition
We recognize revenue in accordance with ASC Topic 606 "Revenue from Contracts with Customers." Net sales consist of the net sales of merchandise in our stores. Revenue transactions associated with the sale of merchandise comprise a single performance obligation, which consists of the sale of products to customers. Revenue is recognized when we satisfy our performance obligations by transferring control of promised products to our customers, which occurs at a point in time. Sales taxes imposed on our revenues from product sales are presented on a net basis in the accompanying Consolidated Statements of Operations. Gift cards that we issue to customers are recorded as contract liabilities until they are redeemed in our stores, at which point revenue is recognized. We record reductions to revenue for discounts.
Cost of Sales
We include the cost of merchandise, warehousing and distribution costs, and certain occupancy costs in cost of sales.
Vendor Allowances
We receive vendor support in the form of cash payments or allowances through various reimbursements such as purchase discounts, markdowns and volume rebates. We have agreements with vendors setting forth the specific conditions for each allowance or payment. In accordance with ASC Subtopic 705-20 “Accounting for Consideration Received from a Vendor,” we either recognize the allowance as a reduction of current costs or defer the payment over the period the related merchandise is sold. If the payment is a reimbursement for costs incurred, it is offset against those related costs; otherwise, it is treated as a reduction to the cost of merchandise.
Pre-Opening Costs
We capitalize certain internal labor costs related to new, expanded, renovated, relocated and re-bannered stores after the project becomes probable and only when the costs are directly attributable to the preparation of the store-related assets for their intended use. We expense all other pre-opening costs related to our stores and distribution centers, as incurred.

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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.
Income Taxes
In accordance with ASC Topic 740 “Income Taxes,” income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date of such change. Deferred tax assets are reduced by valuation allowances when necessary. Assessing whether deferred tax assets are realizable requires judgment. We consider all available positive and negative evidence, including historical operating performance and expectations of future operating performance. The ultimate realization of deferred tax assets is often dependent upon future taxable income and therefore can be uncertain. To the extent we believe it is more likely than not that all or some portion of the asset will not be realized, valuation allowances are established against our deferred tax assets, which increase income tax expense in the period when such a determination is made. Income taxes include the largest amount of tax benefit for an uncertain tax position that is more likely than not to be sustained upon audit based on the technical merits of the tax position. Settlements with tax authorities, the expiration of statutes of limitations for particular tax positions or obtaining new information on particular tax positions may cause a change to the effective tax rate.
We have made the policy election to record any liability associated with Global Intangible Low Tax Income ("GILTI") in the period in which it is incurred.
We include interest and penalties in the provision for income tax expense and income taxes payable. We do not provide for any penalties associated with tax contingencies unless they are considered probable of assessment.
Stock-Based Compensation
We account for stock-based compensation in accordance with ASC Topic 718 “Compensation - Stock Compensation,” which requires all stock-based compensation awards granted to be measured at fair value and recognized as an expense in the financial statements over the service period. In addition, this guidance requires that excess tax benefits related to stock-based compensation awards be reflected as operating cash flows. We use the Black-Scholes option pricing model to estimate the fair market value of stock option awards and grant date fair value for restricted stock units. We use the "simplified method" to estimate the expected life of options, as permitted by accounting guidance. The "simplified method" calculates the expected life of a stock option equal to the time from grant to the midpoint between the vesting date and contractual term, taking into account all vesting tranches. The risk-free interest rate is based on the yield for the U.S. Treasury bill with a maturity equal to the expected life of the stock option. Expected volatility is based on our historical average. Compensation expense is recognized net of forfeitures on a straight-line basis over the total vesting period, which is the implied requisite service period, or a shorter period based on the retirement eligibility of the grantee. Compensation expense for performance-based awards is recorded over the implied requisite service period when achievement of the performance target is deemed probable. We issue new shares upon exercise of stock options and upon vesting of restricted stock units. Refer to Note 10 for further details on stock-based compensation.
Earnings Per Share
In accordance with ASC Topic 260 “Earnings Per Share,” basic earnings (loss) per share has been computed by dividing net income (loss) by the weighted average number of shares outstanding. Diluted earnings (loss) per share reflects the potential dilution that could occur assuming the inclusion of dilutive potential shares and has been computed by dividing net income (loss) by the weighted average number of shares and dilutive potential shares outstanding. Dilutive potential shares include all outstanding stock options and unvested restricted stock units after applying the treasury stock method. Diluted earnings per share of common stock from continuing operations, diluted earnings (loss) per share of common stock from discontinued operations and diluted earnings (loss) per share of common stock include the effect of dilutive potential shares based on applying the control number concept in ASC Topic 260. The control number concept requires that the same number of potentially dilutive securities applied in computing diluted earnings per share from continuing operations be applied to all other categories of income or loss, even if the effect is anti-dilutive.

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Foreign Currency
The functional currencies of certain of our international subsidiaries are the local currencies of the countries in which the subsidiaries are located. In accordance with ASC Topic 830 “Foreign Currency Matters,” foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at the consolidated balance sheet date. Results of operations and cash flows are translated using the average exchange rates throughout the period. Capital accounts are translated at historical foreign currency exchange rates. The effect of exchange rate fluctuations on translation of assets and liabilities is included as a component of shareholders’ equity in accumulated other comprehensive loss. Adjustments that arise from foreign currency exchange rate changes on transactions, primarily driven by intercompany transactions, denominated in a currency other than the functional currency are included in “Other (income) expense, net” in the accompanying Consolidated Statements of Operations. These adjustments have not historically been significant.
Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”) which requires entities to disclose specific categories and greater disaggregation of information in the effective tax rate reconciliation, as well as disaggregated disclosure of income taxes paid, pretax income and income tax expense by jurisdiction. The standard also removes certain disclosure requirements that previously existed under Topic 740. We adopted ASU 2023-09 effective January 31, 2026 on a retrospective basis. Refer to Note 4 for our income tax disclosures.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued 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.
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 - Supplemental Balance Sheet Information
Property, Plant and Equipment, Net
Property, plant and equipment, net, as of January 31, 2026 and February 1, 2025 consists of the following: 

(in millions) January 31, 2026 February 1, 2025
Land $ 185.0   $ 162.7  
Buildings 1,694.4   1,403.3  
Leasehold improvements 3,094.5   2,766.8  
Furniture, fixtures and equipment 4,269.5   3,589.1  
Construction in progress 564.7   909.7  
Total property, plant and equipment 9,808.1   8,831.6  
Less: accumulated depreciation 4,848.5   4,332.3  
Total property, plant and equipment, net $ 4,959.6   $ 4,499.3  

 Depreciation expense was $ 644.2 million, $ 524.8 million, and $ 400.6 million for the years ended January 31, 2026, February 1, 2025, and February 3, 2024, respectively.
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Accrued capital expenditures were $ 45.7  million, $ 61.1  million, and $ 82.2  million at January 31, 2026, February 1, 2025, and February 3, 2024, respectively.
Other Current Liabilities
Other current liabilities as of January 31, 2026 and February 1, 2025 consist of the following:

(in millions) January 31, 2026 February 1, 2025
Taxes (other than income taxes) $ 149.6   $ 120.2  
Compensation and benefits 215.9   157.6  
Insurance 127.4   99.0  

Other 204.8   197.6  
Total other current liabilities $ 697.7   $ 574.4  

Note 4 - Income Taxes
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.
Income from continuing operations before income taxes is as follows:

  Year Ended
(in millions) January 31, 2026 February 1, 2025 February 3, 2024
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  

The provision for income taxes consists of the following: 

  Year Ended
(in millions) January 31, 2026 February 1, 2025 February 3, 2024
Current taxes:
Federal $ 199.8   $ 238.0   $ 279.1  
State 56.5   53.6   61.9  
Foreign 0.5   0.2   —  
Total current taxes 256.8   291.8   341.0  
Deferred taxes:
Federal 122.4   37.7   38.8  
State 23.1   5.8   10.4  
Foreign 1.9   5.8   5.9  
Total deferred taxes 147.4   49.3   55.1  
Provision for income taxes $ 404.2   $ 341.1   $ 396.1  

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A reconciliation of the statutory U.S. federal income tax rate and the effective tax rate follows: 

  Year Ended
(dollars in millions) January 31, 2026 February 1, 2025 February 3, 2024
Statutory U.S. federal income tax rate $ 342.2   21.0   % $ 290.6   21.0   % $ 349.0   21.0   %
Domestic Federal:
Cross-border tax laws 1.6   0.1   1.2   0.1   2.1   0.1  
Tax credits:
Work Opportunity Tax Credit ( 17.0 ) ( 1.0 ) ( 14.5 ) ( 1.0 ) ( 21.0 ) ( 1.3 )
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 )
Domestic state and local income taxes, net of federal income tax benefit (a) 66.6   4.1   44.7   3.2   56.2   3.4  
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   —   —  
Effective tax rate $ 404.2   24.8   % $ 341.1   24.7   % $ 396.1   23.8   %

(a) During the year ended January 31, 2026, state taxes in California, Florida, Illinois, Michigan, New Jersey, and New York made up greater than 50 percent of the tax effect in this category. During the year ended February 1, 2025, state taxes in California, Florida, Illinois, Michigan, New Jersey, New York, and Virginia made up greater than 50 percent of the tax effect in this category. During the year ended February 3, 2024, state taxes in California, Illinois, Michigan, New Jersey, New York, and Virginia made up greater than 50 percent of the tax effect in this category.

Reinvestment of Unremitted Earnings
Substantially all of our current year foreign cash earnings in excess of working capital and cash needed for strategic investments are not intended to be indefinitely reinvested offshore. Therefore, the tax effects of repatriation for applicable state taxes and foreign withholding taxes of such cash earnings have been provided for in the accompanying Consolidated Statements of Operations. We have the intent and ability to reinvest substantially all of the non-cash unremitted earnings of our non-U.S. subsidiaries indefinitely. Accordingly, no provision for state taxes or foreign withholding taxes was recorded on these unremitted earnings in the accompanying Consolidated Statements of Operations.

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Deferred Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
Significant components of our net deferred tax assets (liabilities) follow:

(in millions) January 31,
2026 February 1,
2025
Deferred tax assets:    
Operating lease liabilities $ 1,200.1   $ 1,841.3  
Impairment of assets held for sale —   870.3  
Net operating losses, interest expense and credit carryforwards 250.6   55.4  

Accrued expenses 26.2   37.2  
Accrued compensation expense 41.9   39.5  

State tax election —   11.8  
Other 1.7   3.3  
Total deferred tax assets 1,520.5   2,858.8  
Valuation allowance ( 17.4 ) ( 11.6 )
Deferred tax assets, net 1,503.1   2,847.2  
Deferred tax liabilities:    
Operating lease ROU assets ( 1,128.5 ) ( 1,698.8 )
Other intangibles ( 16.5 ) ( 196.1 )
Property and equipment ( 443.2 ) ( 623.7 )
Prepaids ( 48.5 ) ( 46.1 )
Inventory ( 18.7 ) ( 21.9 )

Total deferred tax liabilities ( 1,655.4 ) ( 2,586.6 )
Deferred income taxes, net $ ( 152.3 ) $ 260.6  

At January 31, 2026, we had deferred taxes related to certain state tax credit carryforwards, net operating loss carryforwards and interest expense carryforwards totaling $ 121.6  million. Some of these carryforwards will expire, if not utilized, beginning in fiscal 2026 through fiscal 2046 . We had deferred taxes related to federal net operating loss and credit carryforwards totaling $ 129.0  million. The federal loss carryforward is indefinite, but credit carryforwards will expire, if not utilized, beginning in fiscal 2045.
A valuation allowance of $ 17.4 million, net of federal tax benefits, has been provided principally for certain state credit carryforwards and net operating loss carryforwards. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred taxes will not be realized. Based upon the availability of carrybacks of future deductible amounts and our projections for future taxable income over the periods in which the deferred tax assets are deductible, we believe it is more likely than not the remaining existing deductible temporary differences will reverse during periods in which carrybacks are available or in which we generate net taxable income.
Uncertain Tax Positions
We are participating in the IRS Compliance Assurance Process (“CAP”) for fiscal 2025 and we have been accepted into the program for fiscal 2026. This program accelerates the examination of key transactions with the goal of resolving any issues before the tax return is filed. Our federal tax returns have been examined and all issues have been settled through the fiscal 2022 tax year. The fiscal 2023 tax year is still open. The fiscal 2024 tax year has been examined and closed. Several states completed their examinations during fiscal 2025. In general, fiscal 2022 and forward are within the statute of limitations for state tax purposes. The statute of limitations is still open prior to fiscal 2022 for some states.
The balance for unrecognized tax benefits at January 31, 2026 was $ 29.7 million. The total amount of unrecognized tax benefits at January 31, 2026 that, if recognized, would affect the effective tax rate was $ 24.3 million (net of the federal tax benefit).

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The following is a reconciliation of our total gross unrecognized tax benefits:

(in millions) January 31, 2026 February 1, 2025
Beginning Balance $ 28.2   $ 22.0  
Additions for tax positions of prior years 1.8   10.2  
Additions, based on tax positions related to current year 4.0   4.8  
Settlements ( 0.1 ) ( 2.3 )
Lapses in statutes of limitation ( 4.2 ) ( 6.5 )
Ending balance $ 29.7   $ 28.2  

As of January 31, 2026, we have recorded a liability for potential interest and penalties of $ 3.6 million.
Cash Taxes Paid
Cash income taxes paid, net of refunds received, consisted of the following:

  Year Ended
(in millions) January 31, 2026 February 1, 2025 February 3, 2024
Federal $ 119.0   $ 140.0   $ 226.0  
State and local
21.7   34.6   44.2  
Foreign 0.5   —   —  
Total $ 141.2   $ 174.6   $ 270.2  

No state, local or foreign jurisdiction exceeded five percent of total income taxes paid.

Note 5 – Commitments and Contingencies
Purchase Obligations
At January 31, 2026, we have commitments totaling $ 17.4  million through fiscal 2027 related to ocean shipping contracts and commitments of $ 242.5 million through fiscal 2034 related to agreements for software licenses and support, telecommunication services and store technology assets and maintenance for our stores.
Letters of Credit
We have $ 85.0 million in trade letters of credit with various financial institutions, under which $ 2.6 million was committed to these letters of credit issued for routine purchases of imported merchandise at January 31, 2026.
Surety Bonds
We have issued various surety bonds that primarily serve as collateral for utility payments at our stores and self-insured insurance programs, as well as U.S. customs compliance. These bonds total $ 247.5 million and are committed through various dates through fiscal 2027.
Contingencies
Insurance Claims
In the first quarter of fiscal 2024, a tornado destroyed our Dollar Tree distribution center in Marietta, Oklahoma. Based on the significant damage sustained by the facility, the inventory contained in the facility and the facility itself was not salvageable. We incurred losses totaling $ 117.0  million in the first quarter of fiscal 2024, consisting of $ 70.0  million related to damaged inventory and $ 47.0  million related to property and equipment. These losses were fully offset by insurance receivables. Subsequently, we recorded additional insurance receivables of approximately $ 7.0  million in fiscal 2024 and $ 5.0  million in fiscal 2025 for other property and equipment-related damage recoveries that are reimbursable under the terms of our insurance policy.
In fiscal 2024, we received insurance proceeds totaling $ 150.0  million, including $ 100.0  million related to damaged inventory and $ 50.0  million related to damaged property and equipment and recorded a gain of $ 30.0  million in the fourth quarter of fiscal 2024 for the excess of the insurance proceeds received over the losses incurred for damaged inventory.
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In the first quarter of fiscal 2025, we received additional 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 2024 and fiscal 2025 are reflected within “Other (income) expense, net” in the accompanying Consolidated Statements of Operations.
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.
Active Matters
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. 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. Both cases are under review with the DOC and preliminary and final determinations are expected in 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 any losses, which are currently estimated to be as high as approximately $ 75  million for aluminum pans and $ 119  million for paper plates.
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Note 6 - Short-Term Borrowings and Long-Term Debt
Short-term borrowings and long-term debt consist of the following:

(in millions) January 31, 2026 February 1, 2025
Short-Term Borrowings:
Unsecured commercial paper notes $ —   $ —  
$ 1.5 billion revolving credit facility
—   —  
$ 1.0 billion revolving credit facility
—   —  
Total Short-Term Borrowings $ —   $ —  
Long-Term Debt:
4.00 % Senior Notes, due May 2025
$ —   $ 1,000.0  
4.20 % Senior Notes, due May 2028
1,250.0   1,250.0  
2.65 % Senior Notes, due December 2031
800.0   800.0  
3.375 % Senior Notes, due December 2051
400.0   400.0  
Debt discount and issuance costs ( 18.3 ) ( 18.8 )
Total Long-Term Debt $ 2,431.7   $ 3,431.2  
Less: Current portion $ —   $ 1,000.0  
Non-current portion of long-term debt $ 2,431.7   $ 2,431.2  

Short-Term Borrowings
Commercial Paper Program
In fiscal 2023, the Company established a commercial paper program to issue unsecured commercial paper notes with maturities up to 397 days from the date of issue, up to a maximum aggregate face or principal amount outstanding at any time of $ 1.5  billion. On November 10, 2025, the Company increased the size of its commercial paper program to permit the issuance of commercial paper notes up to a maximum aggregate amount outstanding at any time of $ 2.5  billion. The $ 2.5  billion maximum is authorized through the maturity date of the Company’s 364-Day Revolving Credit Facility on March 20, 2026 or to the extent of (including maturity and amount) any extension of the 364-Day Facility or any similar replacement financing arrangement, and will return to $ 1.5  billion thereafter. The net proceeds of note issuances are used for general corporate purposes. The Company’s revolving credit facility, which is discussed below, serves as a liquidity backstop for the repayment of notes outstanding under the program. The notes rank equally with all of our other unsecured and unsubordinated debt.
We issued and repaid $ 10.1  billion, $ 3.2  billion and $ 1.1  billion principal amount of notes in fiscal 2025, fiscal 2024 and fiscal 2023, respectively, and incurred interest expense of $ 15.8  million, $ 3.9  million and $ 2.6  million, respectively, related to these notes. At January 31, 2026 and February 1, 2025, no notes were outstanding under the program.
Revolving Credit Facilities
On March 21, 2025, the Company entered into a new revolving credit facility (“ Five-Year Credit Facility”), with JPMorgan Chase Bank, N.A., as agent, the banks and the financial institutions from time to time party thereto, providing for a $ 1.5  billion revolving credit facility, of which up to $ 350.0  million is available for letters of credit. The Five-Year Credit Facility matures on March 21, 2030, subject to extensions permitted under the new Credit Agreement (“Credit Agreement”). In connection with entry into this new Five-Year Credit Facility, we terminated all commitments and fulfilled all obligations under our previous credit agreement dated December 8, 2021. As of January 31, 2026, there were no borrowings outstanding under the Five-Year Credit Facility. At January 31, 2026, we had no letters of credit outstanding under the Five-Year Credit Facility. We did not borrow under our previous $ 1.5  billion Five-year revolving credit facility in fiscal 2024 or fiscal 2023. At February 1, 2025, we had letters of credit outstanding under the previous revolving credit facility of $ 3.8  million.
Also on March 21, 2025, the Company entered into a 364 -Day Revolving Credit Facility, with JPMorgan Chase Bank, N.A., as agent, the banks and the financial institutions from time to time party thereto, providing for a $ 1.0  billion revolving credit facility. The 364 -Day Revolving Credit Facility matures on March 20, 2026. As of January 31, 2026, there were no borrowings outstanding under the 364 -Day Revolving Credit Facility.

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Borrowings under the Five-Year Credit Facility and the 364 -Day Revolving Credit Facility (together, “the credit facilities”) bear interest at the Adjusted Term SOFR Rate (as defined in the underlying credit agreements) plus 1.000 %, subject to adjustment based on (i) our credit ratings and (ii) our leverage ratio. At January 31, 2026, the credit facilities bore interest at 4.89 %. We pay certain commitment fees in connection with the credit facilities. The credit facilities allow voluntary repayment of outstanding loans at any time without premium or penalty, other than customary “breakage” costs with respect to Secured Overnight Financing Rate (“SOFR”) loans.
The credit facilities contain 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 credit facilities also contain financial covenants, including a maximum leverage ratio covenant and a minimum fixed charge coverage ratio covenant. As of January 31, 2026, we were in compliance with all applicable covenants.
Long-Term Debt
Senior Notes
The Company’s outstanding senior notes summarized in the table above are unsecured, unsubordinated obligations of the Company, ranking equally in right of payment among themselves and with the Company’s existing and future unsecured and unsubordinated debt. The Company, at its option, may redeem each series of the senior notes at any time, in whole or in part, at redemption prices set forth in the respective indentures. Additionally, upon certain events, the holders of the notes have the right to require the Company to repurchase all or a portion of their notes at a price of 101 % of the principal amount of the notes, plus accrued and unpaid interest. Interest on all outstanding senior notes is payable semiannually.
The senior notes contain covenants that, among other things, limit our ability to incur certain secured debt. As of January 31, 2026, we were in compliance with all applicable covenants.
On May 15, 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”).
Maturities of long-term debt are as follows (in millions):

Fiscal Year
(in millions)
2026 $ —  
2027 —  
2028 1,250.0  
2029 —  
2030 —  
Thereafter 1,200.0  
Total $ 2,450.0  

Note 7 - Leases
Our lease portfolio primarily consists of leases for our retail store locations, vehicles and trailers, as well as distribution center space and equipment.
The lease cost for operating leases that was recognized in the accompanying Consolidated Statements of Operations was as follows:

Year Ended
(in millions) January 31, 2026 February 1, 2025 February 3, 2024
Fixed lease cost
$ 1,131.9   $ 1,041.6   $ 948.1  
Variable lease cost 367.0   328.9   296.0  
Short-term lease cost 11.1   21.5   15.6  
Total lease cost* $ 1,510.0   $ 1,392.0   $ 1,259.7  

*Excludes sublease income, which is immaterial

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There are no residual value guarantees that exist, and there are no restrictions or covenants imposed by leases.
As of January 31, 2026, maturities of lease liabilities were as follows:

Fiscal Year
(in millions)
2026 $ 1,098.9  
2027 1,071.1  
2028 888.4  
2029 715.9  
2030 523.3  
Thereafter 1,045.2  
Total undiscounted lease payments 5,342.8  
Less interest 718.9  
Present value of lease liabilities $ 4,623.9  

The future lease payments above exclude $ 57.4 million of legally binding minimum lease payments for leases signed but not yet commenced as of January 31, 2026.
Information regarding the weighted-average remaining lease term and the weighted-average discount rate for operating leases is as follows:

January 31, 2026 February 1, 2025 February 3, 2024
Weighted-average remaining lease term (years) 5.7 5.6 5.4
Weighted-average discount rate 4.9   % 4.6   % 4.0   %

The following represents supplemental information pertaining to our operating lease arrangements:

Year Ended
(in millions) January 31, 2026 February 1, 2025 February 3, 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 1,176.9   $ 1,047.6   $ 1,038.6  
Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,207.0   $ 1,378.5   $ 1,113.0  

Note 8 - Fair Value Measurements
Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a fair value hierarchy has been established that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are as follows:
Level 1 - Quoted prices in active markets for identical assets or liabilities;
Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and
Level 3 - Unobservable inputs in which there is little or no market data which require the reporting entity to develop its own assumptions.
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.

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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 review certain store assets for evidence of impairment. The fair values are determined based on the income approach, in which we utilize internal cash flow projections over the life of the underlying lease agreements discounted based on our risk-adjusted rate. These measures of fair value, and related inputs, are considered a Level 3 approach under the fair value hierarchy. Refer to Note 2 under the caption “Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of” and Note 15 for further information regarding the impairment charges recorded in fiscal 2025, fiscal 2024 and fiscal 2023.
Our indefinite-lived intangible assets are recorded at carrying value, and, if impaired, are adjusted to fair value using Level 3 inputs. Refer to Note 2 under the caption “Goodwill and Nonamortizing Intangible Assets” and Note 15 for further information regarding the process of determining the fair value of these assets and the impairment charges recorded in fiscal 2024 and fiscal 2023, related to our discontinued operations.
Fair Value of Financial Instruments
The carrying amounts of “Cash and cash equivalents,” “Restricted cash” and “Accounts payable” as reported in the accompanying Consolidated Balance Sheets approximate fair value due to their short-term maturities. The carrying values of our Five-Year Credit Facility, our 364 -Day Revolving Credit Facility and borrowings under our commercial paper program approximate their fair values. At January 31, 2026, we had no borrowings outstanding under our credit facilities or our commercial paper program.
The aggregate fair values and carrying values of our long-term borrowings, including current portion, were as follows:

January 31, 2026 February 1, 2025
(in millions) Fair Value Carrying Value Fair Value Carrying Value
Level 1    
Senior Notes $ 2,241.0   $ 2,436.3   $ 3,140.9   $ 3,433.6  

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.

Note 9 - Shareholders’ Equity
Preferred Stock
We are authorized to issue 10,000,000 shares of Preferred Stock, $ 0.01 par value per share. No preferred shares were issued and outstanding at January 31, 2026 and February 1, 2025.
Share Repurchase Programs
We periodically repurchase shares of our common stock under share repurchase programs authorized by our Board of Directors. 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. Under the Board repurchase authorization, we may repurchase our common stock in open market or privately negotiated transactions with financial institutions. The repurchase authorization does not have an expiration date.
We repurchased 17,176,514 , 3,283,837 and 3,905,599 shares of common stock on the open market at a cost of $ 1.6  billion, $ 403.6  million and $ 504.3  million, including applicable excise tax, in fiscal 2025, fiscal 2024 and fiscal 2023, respectively. 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. As of January 31, 2026, we had $ 1.8 billion remaining under the $ 2.5  billion Board repurchase authorization.
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.
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Note 10 -  Stock-Based Compensation Plans
Fixed Stock-Based Compensation Plans
The 2021 Omnibus Incentive Plan (“Omnibus Plan”) permits us to grant up to 6.5  million shares of our common stock to our employees, consultants and directors. The plan permits us to grant equity awards in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, service-based restricted stock units (“RSUs”), performance bonuses, performance-based restricted stock units (“PSUs”), non-employee director stock options and other equity-related awards.
Any restricted stock, RSUs or PSUs awarded are subject to certain general restrictions. The restricted stock shares or units may not be sold, transferred, pledged or disposed of until the restrictions on the shares or units have lapsed or have been removed under the provisions of the Omnibus Plan. In addition, if a holder of restricted shares or units ceases to be employed by us, any shares or units in which the restrictions have not lapsed will be forfeited.
Prior to July 1, 2023, the 2013 Director Deferred Compensation Plan permitted our directors to defer all or a portion of fees for Board or Board committee service until a future date, at which time they may be paid in cash or shares of our common stock, or receive all or a portion of such fees in non-statutory stock options. Deferred fees that are paid out in cash will earn interest at the 30-year Treasury Bond Rate. Deferred amounts to be paid in common stock are determined by dividing the deferred fee amount by the closing market price of a share of our common stock on the date of deferral. The number of options issued to a director will equal the deferred fee amount divided by 33 % of the price of a share of our common stock. The exercise price will equal the fair market value of our common stock at the date the option is issued. The options are fully vested when issued and have a term of 10 years. The 2013 plan expired on June 30, 2023. All amounts deferred by directors pursuant to the terms of the 2013 plan on or before June 30, 2023 will continue to be administered in accordance with the terms of the 2013 plan and applicable deferral elections.
Beginning July 1, 2023, our non-employee directors are permitted to defer all or a part of fees earned for his or her service as a director pursuant to our Non-Employee Director Deferred Compensation Program, which operates in conjunction with, and under the authority of, the Omnibus Plan. Pursuant to this program, cash fees may be deferred into either a cash account or a phantom stock account, and annual equity awards for service as a director may be deferred into the director’s phantom stock account. Deferred fees that are paid out in cash will earn interest at the 30-year Treasury Bond Rate. Deferred amounts to be paid in common stock are determined by dividing the deferred fee amount by the closing market price of a share of our common stock on the date of deferral.
Total stock-based compensation expense was recorded in the accompanying Consolidated Statements of Operations as follows:

  Year Ended
(in millions) January 31, 2026 February 1, 2025 February 3, 2024
Cost of sales $ 13.5   $ 13.9   $ 11.9  
Selling, general and administrative expenses 45.4   93.0   64.4  
Income (loss) from discontinued operations, net of tax 8.2   18.0   20.4  
Total stock-based compensation expense $ 67.1   $ 124.9   $ 96.7  
Excess tax benefit (deficit) on stock-based compensation
    recognized in the provision for income taxes $ ( 5.4 ) $ ( 0.9 ) $ 3.9  

The following discussion of our stock-based compensation awards includes awards related to continuing and discontinued operations.
Restricted Stock
We issue RSUs to employees and officers and issue PSUs to certain of our officers. We recognize expense based on the estimated fair value of the RSUs or PSUs granted over the requisite service period, which is generally three years , on a straight-line basis or a shorter period based on the retirement eligibility of the grantee. For PSUs, the compensation expense recorded is re-evaluated at each reporting period and adjusted, as necessary, based on the probability of achieving the performance criteria.

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RSUs
The fair value of RSUs is determined based on our closing stock price on the grant date. The following table summarizes the status of RSUs as of January 31, 2026 and changes during the year then ended: 

Number of RSUs Weighted Average Grant Date Fair Value
Nonvested at February 1, 2025
973,133   $ 136.86  
Granted 1,326,234   $ 76.47  
Vested ( 520,194 ) $ 134.56  
Forfeited ( 580,546 ) $ 92.84  
Nonvested at January 31, 2026
1,198,627   $ 92.28  

The total fair value of the RSUs vested during the years ended January 31, 2026, February 1, 2025 and February 3, 2024 was $ 70.0 million, $ 55.3 million and $ 53.8 million, respectively. The weighted average grant date fair value of the RSUs granted in fiscal 2025, fiscal 2024 and fiscal 2023 was $ 76.47 , $ 131.89 and $ 141.70 , respectively. As of January 31, 2026, there was $ 62.0 million of total unrecognized compensation expense related to the outstanding RSUs which is expected to be recognized over a weighted-average period of 1.6 years. During fiscal 2025, certain RSUs including grants made in fiscal 2024 and fiscal 2023 were modified to partially accelerate vesting following the sale of the Family Dollar business for associates conveying with the sale. Any remaining unvested awards from fiscal 2024 and fiscal 2023 grants were forfeited for associates conveying with the sale. The impact of the modifications was immaterial. In addition, all 2025 RSU grants to conveying associates were forfeited.
PSUs
Historically, we have granted PSUs that have a service and performance condition. The fair value of these awards is determined based on our closing stock price on the grant date. In fiscal 2023, we began to grant PSUs that cliff vest at the end of three years and that contain a market condition modifier, in addition to having a service and performance condition. The market condition modifier can adjust the number of shares that vest under the award based on a comparison of our total shareholder return to that of a designated peer group over the performance period.
The fair value of these awards incorporating the market condition was estimated on the grant date using a Monte Carlo simulation model with the following weighted average assumptions:

Fiscal 2025
Fiscal 2024
Fiscal 2023

Expected term (in years) 2.8 2.8 2.8
Expected stock price volatility 42.1   % 34.7   % 34.5   %
Dividend yield —   % —   % —   %
Risk-free interest rate 3.82   % 4.49   % 3.82   %

The expected stock price volatility is based on the historical and implied volatility of our common stock over a period matching the expected term of the awards granted. The dividend yield reflects that we have never paid cash dividends. The risk-free interest rate represents the yield curve in effect at the time of grant for U.S. Treasury securities with maturities that approximate the expected term of the awards.
The following table summarizes the status of PSUs as of January 31, 2026 and changes during the year then ended: 

Number of PSUs Weighted Average Grant Date Fair Value
Nonvested at February 1, 2025
217,116   $ 128.95  
Granted 257,948   $ 78.85  
Vested ( 68,207 ) $ 111.04  
Forfeited ( 98,541 ) $ 102.12  
Nonvested at January 31, 2026
308,316   $ 98.12  

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The total fair value of the PSUs vested during the years ended January 31, 2026, February 1, 2025 and February 3, 2024 was $ 7.6 million, $ 9.1 million and $ 8.7 million, respectively. The weighted average grant date fair value of the PSUs granted in fiscal 2025, fiscal 2024 and fiscal 2023 was $ 78.85 , $ 114.98 and $ 129.24 , respectively. As of January 31, 2026, there was $ 10.4 million of total unrecognized compensation expense related to these PSUs which is expected to be recognized over a weighted-average period of 1.4 years. We assess the probability of the achievement of the remaining performance targets at the end of each reporting period and based on that assessment, cumulative adjustments may be recorded in future periods. During fiscal 2025, certain PSUs including grants made in fiscal 2024 and fiscal 2023 were modified to adjust performance targets following the sale of the Family Dollar business. The impact of the modifications was immaterial.
Stock Options
Historically, we have not used stock options broadly as part of our compensation strategy. In fiscal 2024 and fiscal 2023, we issued stock options to certain key executives. These awards have a ten-year term and vest in equal installments on each of the first three anniversaries of the grant date, subject to the employees’ continued employment with the company through each vesting date. Stock options granted in fiscal 2024 and fiscal 2023 had a fair value of $ 5.6  million and $ 4.9  million, respectively.
In addition, in fiscal 2022, we granted a one-time award of options to purchase 2,252,587 shares of our common stock at a fair value of $ 135.6  million to the then Executive Chairman of the Board, who was also appointed Chief Executive Officer of the company effective January 29, 2023. The grant of options was subject to the terms and conditions of a five-year Executive Agreement. The option award has a ten-year term and was scheduled to vest in equal installments on each of the first five anniversaries of the grant date, subject to the Executive Chairman’s continued employment with the company through each vesting date. In the fourth quarter of fiscal 2024, the Executive Chairman and Chief Executive Officer resigned from the Company. As a result, $ 27.1  million of expense was recognized in the fourth quarter of fiscal 2024 related to the accelerated vesting of an additional number of options pursuant to the terms of the Executive Agreement. Vested portions of the award remain exercisable through the original ten-year term.
Stock options are valued using the Black-Scholes option pricing model and compensation expense is recognized on a straight-line basis over the requisite service period.
The weighted average assumptions used in the Black-Scholes option pricing model for the executive stock options granted in fiscal 2024 and fiscal 2023 are as follows:

Fiscal 2024 Fiscal 2023
Expected term (in years) 6.0 6.0
Expected stock price volatility 37.1   % 36.3   %
Dividend yield —   % —   %
Risk-free interest rate 4.36   % 3.81   %

The simplified method was used to estimate the expected term of the options due to our lack of historical option exercise experience and the “plain vanilla” characteristics of the option awards. The simplified method results in an expected term equal to the average of the weighted average time-to-vesting and the contractual life of the options. The expected stock price volatility is based on the historical volatility of our common stock over a period matching the expected term of the options granted. The dividend yield reflects that we have never paid cash dividends. The risk-free interest rate represents the yield curve in effect at the time of grant for U.S. Treasury zero-coupon securities with maturities that approximate the expected term of the options.
Prior to July 1, 2023, certain of our directors elected to defer their compensation into stock options under the 2013 Director Deferred Compensation Plan. These options vested immediately and were expensed on the grant date.

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The following tables summarize information about options outstanding at January 31, 2026 and changes during the year then ended:

  Number of Shares Weighted Average Per Share Exercise Price Weighted Average Remaining Term (Years) Aggregate Intrinsic Value
(in millions)
Outstanding at February 1, 2025
1,800,025   $ 154.49      

Exercised ( 7,652 ) 107.11      
Forfeited ( 19,819 ) 133.22      
Outstanding at January 31, 2026
1,772,554   $ 154.96   6.2 $ 0.8  
Exercisable at January 31, 2026
1,715,205   $ 155.95   6.1 $ 0.4  

The intrinsic value of options exercised was $ 0.1 million in fiscal 2025 and was less than $ 0.1 million in both fiscal 2024 and fiscal 2023. As of January 31, 2026, there was $ 1.2 million of total unrecognized compensation expense related to these options which is expected to be recognized over a weighted-average period of 0.8 years.

Note 11 – Earnings (Loss) Per Share
The following table sets forth the calculations of basic and diluted earnings (loss) per share:

  Year Ended
(in millions, except per share data) January 31, 2026 February 1, 2025 February 3, 2024
Numerator:
Income from continuing operations $ 1,225.3   $ 1,042.5   $ 1,265.8  
Income (loss) from discontinued operations, net of tax 57.2   ( 4,072.6 ) ( 2,264.2 )
Net income (loss) $ 1,282.5   $ ( 3,030.1 ) $ ( 998.4 )

Denominator:
Weighted average number of shares outstanding 205.8 215.7 219.5
Dilutive impact of share-based awards (as determined by applying the
   treasury stock method) 0.5 0.2 0.4
Weighted average number of shares and dilutive potential shares
   outstanding 206.3 215.9 219.9

Basic earnings (loss) per share of common stock:
Continuing operations $ 5.95   $ 4.83   $ 5.77  
Discontinued operations 0.28   ( 18.88 ) ( 10.32 )
Total basic earnings (loss) per share of common stock $ 6.23   $ ( 14.05 ) $ ( 4.55 )

Diluted earnings (loss) per share of common stock:
Continuing operations $ 5.94   $ 4.83   $ 5.76  
Discontinued operations 0.28   ( 18.86 ) ( 10.30 )
Total diluted earnings (loss) per share of common stock $ 6.22   $ ( 14.03 ) $ ( 4.54 )

For the years ended January 31, 2026, February 1, 2025 and February 3, 2024, share-based awards of 2.0  million shares, 3.1  million shares and 2.4  million shares, respectively, were excluded from the calculation of diluted earnings per share because their inclusion would be anti-dilutive.
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Note 12 – Employee Benefit Plan
Dollar Tree Retirement Savings Plan
We maintain a 401(k) plan which is available to all full-time, United States-based employees who are at least 18 years of age. Eligible employees may make elective salary deferrals. We make contributions in the form of a dollar-for-dollar match on the first five percent of employee contributions to eligible employees who have completed one year of service in which they have worked at least 1,000 hours.
Contributions to and reimbursements by us of expenses of the plan were recorded in the accompanying Consolidated Statements of Operations as follows:

  Year Ended
(in millions) January 31, 2026 February 1, 2025 February 3, 2024
Cost of sales $ 5.9   $ 6.0   $ 5.7  
Selling, general and administrative expenses 17.9   18.0   15.9  
Income (loss) from discontinued operations, net of tax 5.7   14.4   14.3  
Total retirement plan contributions $ 29.5   $ 38.4   $ 35.9  

All eligible employees are immediately vested in any company match contributions under the 401(k) plan.

Note 13 – Segments and Disaggregated Revenue
As previously disclosed, effective as of the fourth quarter of fiscal 2024, the Company no longer reports the Family Dollar segment; it now reports its financial performance based on the Dollar Tree segment and corporate, support and other. The Dollar Tree segment 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. Dollar Tree stores serve customers with a broad range of income levels principally in suburban locations. The Dollar Tree segment includes our operations under the Dollar Tree and Dollar Tree Canada brands, 16 distribution centers in the United States and two distribution centers in Canada. Corporate, support and other consists primarily of store support center costs and the results of operations for our Summit Pointe property in Chesapeake, Virginia that are considered shared services and therefore these results are excluded from the Dollar Tree segment.
Our chief operating decision maker (“CODM”) is our chief executive officer of the enterprise. The CODM evaluates the financial performance of the Dollar Tree segment using segment gross profit and operating income. The CODM reviews these metrics to allocate resources to the segment, primarily in the annual budget and quarterly forecasting process. The CODM considers variances between actual results and internal budgets/forecasts on a monthly basis for both profit measures when making decisions about allocating capital and resources to the segment. The CODM also uses segment 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 assess the overall performance for the segment. The CODM is provided asset information on a consolidated basis rather than by segment.
The accounting policies of the Dollar Tree segment are the same as those described in Note 2 . We may revise the measurement of the Dollar Tree segment’s operating income, as determined by the information regularly reviewed by the CODM. If the measurement of the Dollar Tree segment changes, prior period amounts and balances are reclassified to be comparable to the current period’s presentation. Corporate, support and other includes costs that were previously incurred in support of the Family Dollar segment but are not directly attributable to it and thus were not recorded in discontinued operations.

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Information for the Dollar Tree segment, as well as for corporate, support and other, including the reconciliation to income from continuing operations before income taxes, is as follows:

(in millions) Dollar Tree Segment Corporate, Support and Other Total
Year Ended January 31, 2026

Net sales $ 19,395.7   $ —   $ 19,395.7  
Cost of sales 12,345.0   —   12,345.0  
Gross Profit 7,050.7   —   7,050.7  
Other revenue —   16.1   16.1  
Selling, general and administrative expenses 4,877.8   590.8   5,468.6  
Transition services agreement income, net —   54.9   54.9  
Operating income (loss) 2,172.9   ( 519.8 ) 1,653.1  
Interest expense, net 85.5  
Other (income) expense, net ( 61.9 )
Income from continuing operations before income taxes $ 1,629.5  
Depreciation and amortization expense $ 609.9   $ 38.2   $ 648.1  

Year Ended February 1, 2025

Net sales $ 17,565.8   $ —   $ 17,565.8  
Cost of sales 11,284.1   —   11,284.1  
Gross Profit 6,281.7   —   6,281.7  
Other revenue 0.1   12.6   12.7  
Selling, general and administrative expenses 4,193.2   639.2   4,832.4  
Operating income (loss) 2,088.6   ( 626.6 ) 1,462.0  
Interest expense, net 107.5  
Other income, net ( 29.1 )
Income from continuing operations before income taxes $ 1,383.6  
Depreciation and amortization expense $ 488.9   $ 38.0   $ 526.9  

Year Ended February 3, 2024

Net sales $ 16,770.3   $ —   $ 16,770.3  
Cost of sales 10,761.4   —   10,761.4  
Gross Profit 6,008.9   —   6,008.9  
Other revenue —   10.8   10.8  
Selling, general and administrative expenses 3,730.3   514.9   4,245.2  
Operating income (loss) 2,278.6   ( 504.1 ) 1,774.5  
Interest expense, net 112.5  
Other expense, net 0.1  
Income from continuing operations before income taxes $ 1,661.9  
Depreciation and amortization expense $ 370.1   $ 30.4   $ 400.5  

Capital expenditures made by the Dollar Tree segment were $ 1.1  billion, $ 1.3  billion and $ 1.1  billion, for the years ended January 31, 2026, February 1, 2025 and February 3, 2024, respectively.
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Disaggregated Revenue
The following table summarizes net sales by merchandise category for our Dollar Tree segment:

  Year Ended
(in millions) January 31, 2026 February 1, 2025 February 3, 2024
Consumable $ 9,425.9   48.6   % $ 8,575.3   48.8   % $ 7,915.6   47.2   %
Variety 8,860.5   45.7   % 7,944.0   45.2   % 7,781.4   46.4   %
Seasonal 1,109.3   5.7   % 1,046.5   6.0   % 1,073.3   6.4   %
Total Dollar Tree segment net sales $ 19,395.7   100.0   % $ 17,565.8   100.0   % $ 16,770.3   100.0   %

Note 14 – 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 Consolidated Balance Sheets and within “Cash flows from operating activities” in the accompanying Consolidated Statements of Cash Flows.
As of January 31, 2026 and February 1, 2025, our outstanding payment obligations under this program were $ 305.1  million and $ 346.5  million, respectively.
The change in our outstanding payment obligations under the supply chain finance program is as follows:

Year Ended
(in millions) January 31, 2026 February 1, 2025
Obligations outstanding at the beginning of the year $ 346.5   $ 10.0  
Obligations confirmed during the period 1,369.6   1,063.7  
Obligations settled during the period ( 1,411.0 ) ( 727.2 )
Obligations outstanding at the end of the year $ 305.1   $ 346.5  

Note 15 – Discontinued Operations
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 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 year ended January 31, 2026, we recorded $ 54.9  million of net income from transition services between the two companies. In addition, the Company is guaranteeing lease obligations for 114 Family Dollar stores amounting to approximately $ 86.0  million for the first year following the date of sale, which represents the full lease obligations on these stores. The amount guaranteed in the second and third year following the date of sale is $ 20.0  million and $ 10.0  million, respectively. The fair value of the lease guarantee is immaterial.
The results of Family Dollar are presented as discontinued operations in the accompanying Consolidated Statements of Operations for all periods presented. The assets and liabilities of Family Dollar have been reflected as assets and liabilities of discontinued operations in the accompanying Consolidated Balance Sheets for all prior periods presented.
Refer to Note 2 under the caption “Assets Held for Sale and Discontinued Operations” for additional details on accounting criteria for held for sale and discontinued operations treatment.
Financial Information of Discontinued Operations
“Income (loss) from discontinued operations, net of tax” in the accompanying Consolidated Statements of Operations 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.
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The following table summarizes the results of operations of the Family Dollar business that are being reported as discontinued operations:

  Year Ended
(in millions) January 31, 2026 February 1, 2025 February 3, 2024
Net sales $ 5,625.5   $ 13,252.1   $ 13,811.3  
Other revenue 4.5   15.0   11.4  
Total revenue 5,630.0   13,267.1   13,822.7  
Cost of sales 3,931.6   9,894.5   10,510.6  
Selling, general and administrative expenses, excluding Goodwill impairment 1,218.4   4,706.9   4,899.4  
Goodwill impairment —   490.5   1,069.0  
Selling, general and administrative expenses 1,218.4   5,197.4   5,968.4  
Operating income (loss) 480.0   ( 1,824.8 ) ( 2,656.3 )
Interest income 2.7   5.5   5.7  
Loss on held for sale and disposal of discontinued operations 407.7   3,438.8   —  
Income (loss) from discontinued operations before
    income taxes 75.0   ( 5,258.1 ) ( 2,650.6 )
Provision for income taxes 17.8   ( 1,185.5 ) ( 386.4 )
Income (loss) from discontinued operations, net of tax $ 57.2   $ ( 4,072.6 ) $ ( 2,264.2 )

Depreciation expense related to discontinued operations was $ 430.6  million and $ 418.5  million for the years ended February 1, 2025 and February 3, 2024, respectively. The Company ceased depreciating and amortizing its long-lived assets for Family Dollar which primarily included right-of-use assets and property and equipment, during the fourth quarter of fiscal 2024.
The following table summarizes the Family Dollar business assets and liabilities classified as discontinued operations in the accompanying Consolidated Balance Sheets:

(in millions)
January 31, 2026 February 1, 2025
ASSETS    
Cash and cash equivalents $ —   $ 179.0  
Merchandise inventories —   2,456.4  
Other current assets —   200.9  
Property, plant and equipment, net —   2,268.0  
Operating lease right-of-use assets —   2,580.6  
Goodwill —   —  
Trade name intangible asset —   750.0  
Other assets —   12.8  
Valuation allowance to adjust assets to estimated fair value, less costs of disposal —   ( 3,438.8 )
Total assets of discontinued operations $ —   $ 5,008.9  
LIABILITIES    
Current portion of operating lease liabilities $ —   $ 598.5  
Accounts payable —   977.5  
Other current liabilities —   378.6  
Operating lease liabilities, long-term —   2,134.5  
Other liabilities —   135.8  
Total liabilities of discontinued operations $ —   $ 4,224.9  

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 February 1, 2025, we determined that the fair value of the Family Dollar business, including costs to sell was lower than its carrying value and we recorded a $ 3,438.8  million valuation allowance against the assets held for sale. The fair value of the Family Dollar business in fiscal 2024 was estimated using the expected sale price as negotiated with the third party buyer. In fiscal 2025, prior to the closing of the sale, certain assets and liabilities of the Family Dollar business were moved out of held for sale as they were
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retained by Dollar Tree. The assets and liabilities included 57 combo stores that were converted to Dollar Tree stores, and were reclassified as held and used at their fair value, which resulted in a $ 71.4  million reduction to the valuation allowance. An additional loss on disposal of $ 407.7  million was recorded in fiscal 2025. 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 years ended January 31, 2026 and February 1, 2025.
Capital expenditures related to discontinued operations were $ 77.8  million, $ 439.4  million, and $ 907.5  million for the years ended January 31, 2026, February 1, 2025, and February 3, 2024, respectively.
Impairments
Impairment of Long-Lived Assets
In fiscal 2024 and fiscal 2023, we recorded impairment charges related to discontinued operations of $ 80.2  million and $ 500.6  million, respectively, to write down certain assets. These impairment charges are recorded as a component of “Selling, general and administrative expenses” in the results of discontinued operations above.
The fiscal 2024 impairment charges included $ 70.0  million of operating lease ROU asset impairment charges and $ 10.0  million of store asset impairment charges recorded in connection with our annual review of events or changes in circumstances that indicate the carrying amount of store-related asset groups may not be recoverable. As a result of this review, we identified underperforming stores within the Family Dollar business that indicated that the carrying amount of their long-lived assets may not be recoverable.
The fiscal 2023 impairment charges included $ 343.9  million of operating lease ROU asset impairment charges and $ 149.2  million of store asset impairment charges recorded in connection with the store portfolio optimization review. This review was announced during the fourth quarter of fiscal 2023 and 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.
For the fiscal 2024 and fiscal 2023 impairment charges, we performed an undiscounted cash flow analysis on each individual store’s asset group, and determined that certain store asset groups had net carrying values that exceeded their estimated undiscounted future cash flows. We estimated the fair values of the asset groups based on a discounted cash flow method for each store and recorded an impairment for store asset groups where the fair value was lower than its carrying value. For stores that were to close in the first half of fiscal 2024 pursuant to the portfolio optimization review, we estimated the remaining fair value of the asset groups taking into account our ability to generate sublease income or lease termination benefits prior to the end of the lease term. The significant estimates used in the discounted cash flow methodology, which are based on level 3 inputs, include our expectations for future operations and projected cash flows. The valuation date for estimating the fair value of the long-lived assets at the stores for fiscal 2024 and fiscal 2023 was November 30, 2024 and November 25, 2023, respectively.
In fiscal 2023, we also recorded $ 80.6  million of inventory markdowns and $ 5.6  million of capitalized distribution cost impairment within “Cost of sales” in the results of discontinued operations above related to the store portfolio optimization review.
Trade Name and Goodwill Impairment
In connection with our annual impairment testing of goodwill and nonamortizing intangible assets during the fourth quarter of fiscal 2024, and as a result of the decisions made to sell the Family Dollar business, we determined it was more likely than not that an impairment loss had been incurred with respect to the Family Dollar goodwill and trade name, and proceeded to perform a quantitative impairment test of both assets. We estimated, with the assistance of a third party specialist, the fair value of the Family Dollar trade name based on an income approach using the relief-from-royalty method. The significant estimates used in the relief-from-royalty method, which are level 3 inputs, include estimates of future growth and revenue, a company-specific royalty rate, our weighted average cost of capital adjusted by a company-specific risk premium and trade name premium. The valuation date for the Family Dollar trade name was November 30, 2024. The results of the impairment test showed that the carrying value of the Family Dollar trade name exceeded its estimated fair value resulting in the recognition of a $ 1,400.0  million impairment charge in the fourth quarter of fiscal 2024, which is recorded as a component of “ Selling, general and administrative expenses ” in the results of discontinued operations above.
Subsequent to the Family Dollar trade name and long-lived asset impairment tests, we estimated the fair value of the Family Dollar reporting unit using the expected sale price for the business as negotiated with potential third party buyers. The valuation date for the Family Dollar reporting unit was November 30, 2024. The annual goodwill impairment evaluation in 2024 showed that the fair value of the Family Dollar reporting unit was lower than its carrying value resulting in the recognition of a $ 490.5  million impairment charge in the fourth quarter of fiscal 2024.
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In the fourth quarter of fiscal 2023, the annual goodwill and nonamortizing intangible asset impairment evaluations resulted in the recognition of a $ 950.0  million trade name impairment charge and a $ 1,069.0  million goodwill impairment charge. The impairments were the result of the anticipated store closures under the store portfolio optimization review described previously. The fair value of the trade name was estimated, with the assistance of a third party specialist, based on an income approach using the relief-from-royalty method. The significant estimates used in the relief-from-royalty method, which are level 3 inputs, include estimates of future growth and revenue, a company-specific royalty rate, our weighted average cost of capital adjusted by a company-specific risk premium and trade name premium. The fair value of the Family Dollar reporting unit was estimated, using the assistance of a third party specialist, using a combination of a market multiple method and a discounted cash flow method. The significant estimates used in the discounted cash flow method, which are level 3 inputs, include our weighted average cost of capital adjusted by a company-specific risk premium, long-term rates of growth and profitability for the Family Dollar reporting unit, working capital effects, and changes in market conditions, consumer trends and strategy. The market multiple method utilized comparable public company revenue and profitability multiples to estimate the fair value of the Family Dollar reporting unit. The valuation date for the fiscal 2023 Family Dollar trade name and reporting unit was November 25, 2023.
We have recorded cumulative goodwill impairment charges totaling $ 4,599.5  million, all of which related to the Family Dollar reporting unit and were recorded during the fourth quarters of fiscal 2024 ($ 490.5  million), fiscal 2023 ($ 1,069.0  million), fiscal 2019 ($ 313.0  million), and fiscal 2018 ($ 2,727.0  million).

Note 16 – Subsequent Events
On February 20, 2026, the U.S. Supreme Court struck down certain tariffs imposed under the International Emergency Economic Powers Act (IEEPA). The ultimate availability, timing, and amount of any potential refunds of such tariffs remain highly uncertain and are subject to further legal, regulatory, and administrative developments. Following the Supreme Court decision, the United States announced a new 10% global tariff under Section 122 of the Trade Act of 1974, subject to certain carveouts, effective February 24, 2026 for a period of 150 days. There remains substantial uncertainty as of the filing date regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business. We continue to monitor and evaluate these developments and assess their potential impact on our business, financial condition, and results of operations.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.

Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our management has carried out, with the participation of our Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this report. Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of 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.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Our management conducted an assessment of our internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013) . Based on this assessment, our management has concluded that, as of January 31, 2026, our internal control over financial reporting is effective.
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Our independent registered public accounting firm, KPMG LLP, has audited our consolidated financial statements and has issued an attestation report on the effectiveness of our internal control over financial reporting. Their report appears below.
Changes in Internal Controls
In fiscal 2024, we began a phased implementation of a new warehouse management system which we expect to complete over the next several years. As of January 31, 2026, we have converted four distribution centers to the new system. We have made changes to our internal control over financial reporting to align with the functionality and updated processes associated with the new system.
There were no other changes in our internal control over financial reporting during the fiscal quarter ended January 31, 2026 that materially affected, or are reasonably likely to materially effect, our internal control over financial reporting.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Dollar Tree, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Dollar Tree, Inc. and subsidiaries' (the Company) internal control over financial reporting as of 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 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 January 31, 2026 and February 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 January 31, 2026, and the related notes (collectively, the consolidated financial statements), and our report dated March 16, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP
Virginia Beach, Virginia
March 16, 2026
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Item 9B. Other Information
Rule 10b5-1 Plan and Non-Rule 10b5-1 Trading Arrangement Adoptions, Terminations, and Modifications
During the fiscal quarter ended 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).

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance
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 2026 Annual Meeting (“Proxy Statement”), under the captions “Biographies of Director Nominees” and “Information about our Executive Officers.”
To the extent disclosure of any delinquent report under Section 16(a) of the Securities Exchange Act of 1934 is made by us, such disclosure will be set forth under the caption “Delinquent Section 16(a) Reports” in our Proxy Statement, which is incorporated herein by reference.
The information concerning our audit committee and audit committee financial experts required by this Item is incorporated herein by reference to the Proxy Statement, under the caption “Corporate Governance and Our Board.”
The information concerning our code of ethics required by this Item is incorporated by reference to the Proxy Statement, under the caption “Corporate Governance and Our Board - Code of Business Conduct.”
The Company maintains an Insider Trading Policy that governs the purchase, sale and/or other transactions in our securities by our directors, officers and all other employees and the Company itself. A copy of our Insider Trading Policy is included as Exhibit 19.1 to this Annual Report on Form 10-K.

Item 11. Executive Compensation
Information set forth in the Proxy Statement under the captions “Compensation Committee Report on Executive Compensation,” “Compensation Discussion and Analysis,” “Annual Compensation of Executive Officers,” “Pay Ratio Disclosure,” and “Director Compensation” is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Equity Compensation Plans
The following table summarizes information regarding shares issuable as of 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 10 to our consolidated financial statements.

Equity compensation plan category (a)
Number of securities to be issued upon exercise of outstanding options, warrants and rights (b)
Weighted-average exercise price of outstanding options, warrants and rights (c)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plans approved by security holders 1
1,687,909  $ 128.82  5,504,380 
Plans not approved by security holders 2
1,634,544  $ 157.17  — 

______________
(a) Amounts represent outstanding options, restricted stock units and deferred (“phantom”) shares as of January 31, 2026.
(b) Not included in the calculation of weighted-average exercise price are (i) 1,491,749 restricted stock units and (ii) 58,150 director deferred shares.
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(c) The 5,504,380 shares remaining available for future issuance under our equity-based plans approved by security holders includes 2,536,151 shares remaining under our 2021 Omnibus Incentive Plan and 2,968,229 shares remaining under our 2025 Employee Stock Purchase Plan.
1 Equity-based plans approved by our shareholders include: the 2025 Employee Stock Purchase Plan and the 2021 Omnibus Incentive Plan, both of which replaced predecessor plans. Effective June 30, 2023, the 2013 Director Deferred Compensation Plan expired. All amounts deferred by directors under the plan on or before June 30, 2023 continue to be administered in accordance with the terms of the plan and applicable deferral elections. Effective July 1, 2023, our directors are permitted to defer all or a portion of fees earned for their service as a director under our Non-Employee Director Deferred Compensation Program, which operates in conjunction with, and under the authority of, the 2021 Omnibus Incentive Plan.
2 In March 2022, a one-time award of options to purchase 2,252,587 shares of company common stock was granted to Richard W. Dreiling, who was the Executive Chairman of the Board at the time of the grant. The grant was an employment inducement grant within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules. Mr. Dreiling was subsequently appointed Chief Executive Officer of the company in January 2023. In November 2024, Mr. Dreiling resigned from the Company at which point certain remaining unvested portions of the award were forfeited. At January 31, 2026, 1,634,544 of these options remained outstanding.
Information set forth in the Proxy Statement under the caption “Ownership of Common Stock,” with respect to security ownership of certain beneficial owners and management, is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence
Information set forth in the Proxy Statement under the caption “Certain Relationships and Related Transactions,” is incorporated herein by reference.
The information concerning the independence of our directors required by this Item is incorporated by reference to the Proxy Statement under the caption “Board Governance - Independence.”

Item 14. Principal Accountant Fees and Services
Information set forth in the Proxy Statement under the caption “Ratification of Appointment of Independent Auditors,” is incorporated herein by reference.

PART IV

Item 15. Exhibit and Financial Statement Schedules
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.
2.    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
Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith
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.)
8-K 2.1 3/28/2025
3.1 Amended and Restated Articles of Incorporation of Dollar Tree, Inc., effective October 14, 2022
10-Q 3.1 11/22/2022
3.2 Amended and Restated By-Laws of Dollar Tree, Inc., effective June 19, 2025
8-K 3.1 6/20/2025
4.1 Form of Common Stock Certificate
8-K 4.1 3/13/2008
4.2.1 Indenture, dated as of April 2, 2018, between Dollar Tree, Inc., as issuer, and U.S. Bank National Association, as trustee
S-3 ASR 4.1 4/2/2018

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Incorporated by Reference
Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith
4.2.2 First Supplemental Indenture, dated as of April 19, 2018, between Dollar Tree, Inc. and U.S. Bank National Association, as trustee
8-K 4.1 4/20/2018
4.2.3 Second Supplemental Indenture, dated as of December 1, 2021, between Dollar Tree, Inc. and U.S. Bank National Association, as trustee
8-K 4.1 12/1/2021
4.3 Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934
10-K 4.3 3/10/2023
10.1 * Terms of director compensation (as described under the caption “Director Compensation”)
DEF 14A N/A 5/7/2024
10.2 * Description of Dollar Tree, Inc. Management Incentive Compensation Plan, effective for the fiscal year ending January 29, 2022 and thereafter
10-Q 10.1 5/27/2021
10.3.1 * 2011 Omnibus Incentive Plan effective as of March 17, 2011
8-K 10.1 6/22/2011
10.3.2 * First Amendment to the 2011 Omnibus Incentive Plan dated June 16, 2016
10-Q 10.1 9/2/2016
10.3.3 * 2011 Omnibus Incentive Plan, as amended and restated effective June 12, 2019
10-Q 10.1 8/29/2019
10.4 * Form of Non-employee Director Option Agreement under the 2011 Omnibus Incentive Plan
8-K 10.4 6/22/2011
10.5.1 * Form of Restricted Stock Unit Agreement under the 2011 Omnibus Incentive Plan
8-K 10.2 3/21/2012
10.5.2 * Form of Restricted Stock Unit Agreement under the 2011 Omnibus Incentive Plan
10-K 10.34 3/27/2019
10.6 * Form of Executive Officer Nonstatutory Stock Option Agreement under the 2011 Omnibus Incentive Plan
10-K 10.54 3/28/2017
10.7 * Form of Long-Term Performance Plan Award Agreement under the 2011 Omnibus Incentive Plan
10-Q 10.1 5/28/2020
10.8 * Form of Performance Stock Unit Agreement under the 2011 Omnibus Incentive Plan
10-K 10.33 3/27/2019
10.9 * Dollar Tree, Inc. 2015 Employee Stock Purchase Plan, effective September 1, 2015
S-8 4.0 10/28/2015
10.10 * Dollar Tree and Family Dollar Supplemental Deferred Compensation Plan
10-Q 10.1 8/24/2017
10.11.1 * 2013 Director Deferred Compensation Plan, as amended and restated effective December 31, 2016
10-K 10.35 3/16/2018
10.11.2 * 2013 Director Deferred Compensation Plan, as amended and restated effective June 10, 2021
8-K 10.6 6/11/2021
10.11.3 * Amendment to the Dollar Tree, Inc. 2013 Director Deferred Compensation Plan, effective March 8, 2023
10-K
10.12.3
3/10/2023
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-Q 10.1 11/29/2018
10.13.1 * Dollar Tree, Inc. 2021 Omnibus Incentive Plan
8-K 10.1 6/11/2021
10.13.2 * First Amendment to the Dollar Tree, Inc. 2021 Omnibus Incentive Plan, effective November 29, 2022
10-K
10.15.2
3/10/2023
10.14 * Form of Performance-Based Restricted Stock Unit Agreement under the 2021 Omnibus Incentive Plan
8-K 10.2 6/11/2021
10.15 * Form of Long-Term Performance Plan Award Agreement under the 2021 Omnibus Incentive Plan
8-K 10.3 6/11/2021
10.16 * Form of Restricted Stock Unit Agreement (Standard) under the 2021 Omnibus Incentive Plan
8-K 10.4 6/11/2021
10.17 * Form of Non-Employee Director Nonstatutory Stock Option Agreement under the 2021 Omnibus Incentive Plan
8-K 10.5 6/11/2021
10.18 * Form of Indemnification Agreement for Directors and Executive Officers
8-K 10.1 3/7/2022

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Incorporated by Reference
Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith
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
8-K 10.1 3/8/2022
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-K 10.1 3/21/2022
10.20.2 * Amendment to Executive Agreement, dated January 25, 2023, by the company and Richard W. Dreiling
8-K/A 10.1 1/27/2023
10.21 * Nonstatutory Stock Option Agreement, effective March 19, 2022, by Richard W. Dreiling and Dollar Tree, Inc.
8-K 10.2 3/21/2022
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-Q
10.1 5/25/2023
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-Q
10.2 5/25/2023
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-Q
10.3 5/25/2023
10.25 * Non-Employee Director Deferred Compensation Program, effective July 1, 2023
10-Q
10.1 8/24/2023
10.26 Form of Commercial Paper Dealer Agreement between Dollar Tree, Inc., as issuer, and the applicable Dealer party thereto
8-K
10.1 7/7/2023
10.27 Plea 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-K 10.1 2/26/2024
10.28 * Letter Agreement, dated May 9, 2024, by and between Dollar Tree, Inc. and Richard McNeely
8-K 10.1 5/10/2024
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-K 10.1 11/15/2024
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-K 10.1 1/21/2025
10.31 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
10-Q 10.1 6/4/2025
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
10-Q 10.2 6/4/2025
10.33 * Dollar Tree, Inc. 2025 Employee Stock Purchase Plan, effective September 1, 2025
S-8 4.3 7/31/2025
19.1 Dollar Tree, Inc. Insider Trading Policy
10-K 19.1 3/26/2025
21.1 Subsidiaries of the Registrant
X
23.1 Consent of Independent Registered Public Accounting Firm
X
24.1 Power of Attorney (included on the signature page hereto)
X
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
97.1 Dollar Tree, Inc. Clawback Policy
10-K 97.1 3/20/2024

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Incorporated by Reference
Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith
101 The 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 Statements
X
104 The cover page from our Form 10-K for the fiscal year ended January 31, 2026, formatted in Inline XBRL and contained in Exhibit 101
X
*Management contract or compensatory plan or arrangement

Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  DOLLAR TREE, INC.
(Registrant)

March 16, 2026 By: /s/ Michael C. Creedon Jr.
Date Michael C. Creedon Jr.
  Chief Executive Officer
(Principal Executive Officer)

March 16, 2026 By: /s/ Stewart Glendinning
Date Stewart Glendinning
Chief Financial Officer
(Principal Financial Officer)

March 16, 2026 By: /s/ Aditya Maheshwari
Date Aditya Maheshwari
Senior Vice President - Chief Accounting Officer
(Principal Accounting Officer)

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Each of the directors of the registrant whose signature appears below hereby appoints Aditya Maheshwari and John S. 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 16, 2026
Michael C. Creedon Jr. (Principal Executive Officer) Date

/s/ Edward J. Kelly, III Chairman of the Board
March 16, 2026
Edward J. Kelly, III Date

/s/ Paul C. Hilal Vice Chairman March 16, 2026
Paul C. Hilal Date
     
/s/ William W. Douglas, III Director March 16, 2026
William W. Douglas, III Date
   
/s/ Cheryl W. Grisé Director March 16, 2026
Cheryl W. Grisé Date
     
/s/ Daniel J. Heinrich Director March 16, 2026
Daniel J. Heinrich Date

/s/ Timothy A. Johnson Director March 16, 2026
Timothy A. Johnson Date

/s/ Jeffrey G. Naylor Director March 16, 2026
Jeffrey G. Naylor Date

/s/ Diane E. Randolph Director March 16, 2026
Diane E. Randolph Date

/s/ Bertram L. Scott Director March 16, 2026
Bertram L. Scott Date

/s/ Stephanie P. Stahl Director March 16, 2026
Stephanie P. Stahl Date

78