What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-26 compared with 2024-03-20 · 57 added, 52 removed, 228 unchanged (32% of the section changed)

12 unchanged sentences

Changes in Internal Controls

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

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

There have been no changes in our internal control over financial reporting during the fiscal quarter ended February 3, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

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

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

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

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

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

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

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

There were no other changes in our internal control over financial reporting during the fiscal quarter ended February 1, 2025 that materially affected, or are reasonably likely to materially effect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

5 unchanged sentences

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

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of February 3, 2024 and January 28, 2023, 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 February 3, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated March 20, 2024 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of February 1, 2025 and February 3, 2024, 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 February 1, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated March 26, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

27 unchanged sentences

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 filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Executive Compensation

24 unchanged sentences

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 connection with our employment of Richard W.

Dreiling as Executive Chairman of the Board in March 2022, Mr.

Dreiling was granted a one-time award of options to purchase 2,252,587 shares of company common stock as an employment inducement grant within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules.

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.

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

In November 2024, Mr.

Dreiling resigned from the Company at which point certain remaining unvested portions of the award were forfeited.

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

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

16 unchanged sentences

10-Q 3.1 11/22/2022

3.2 Amended and Restated By-Laws of Dollar Tree, Inc., effective September 19, 2023

3.2 Amended and Restated By-Laws of Dollar Tree, Inc., effective February 27, 2025

8-K 3.1 2/28/2025

1 unchanged sentence

8-K 4.1 3/13/2008

Incorporated by Reference

Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith

4.2.1 Indenture, dated as of April 2, 2018, between Dollar Tree, Inc., as issuer, and U.S.

7 unchanged sentences

8-K 4.1 12/1/2021

Incorporated by Reference

Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith

4.3 Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934

2 unchanged sentences

DEF 14A N/A 5/7/2024

10.2.1 * Change in Control Retention Agreement between Dollar Tree, Inc.

and Kevin Wampler, Chief Financial Officer

8-K 10.1 12/5/2008

10.2.2 * Amendment to Change in Control Retention Agreement between Dollar Tree, Inc.

and Kevin Wampler, Chief Financial Officer

8-K 10.1 10/11/2011

10.2 * Description of Dollar Tree, Inc.

32 unchanged sentences

10-Q 10.1 11/29/2018

10.14.1 * Form of Executive Agreement (portions of the exhibit have been omitted pursuant to a request for confidential treatment)

10-Q 10.2 11/29/2018

10.14.2 * Form of letter agreement amending Executive Agreements for Executive Officers at the level of Chiefs (EVP)

8-K 10.1 3/7/2022

10.14.3 * Revised Form of Executive Agreement for Executive Officers at the level of Chiefs (EVP) (portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K)

10-Q 10.1 8/25/2022

10.13.1 * Dollar Tree, Inc.

7 unchanged sentences

8-K 10.3 6/11/2021

Incorporated by Reference

Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith

10.16 * Form of Restricted Stock Unit Agreement (Standard) under the 2021 Omnibus Incentive Plan

2 unchanged sentences

8-K 10.5 6/11/2021

Incorporated by Reference

Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith

10.18 Credit Agreement, dated as of December 8, 2021, among Dollar Tree, Inc., JPMorgan Chase Bank, N.A., as agent and the lenders and other parties thereto

8-K 10.1 12/9/2021

10.21 * Addendum to Executive Agreement, by and between Dollar Tree, Inc.

and Michael Witynski, dated March 1, 2022

8-K 10.2 3/7/2022

10.22 * Post-Retirement Benefits Agreement, by and between Dollar Tree, Inc.

and Bob Sasser, dated March 2, 2022

8-K 10.3 3/7/2022

10.19 * Form of Indemnification Agreement for Directors and Executive Officers

12 unchanged sentences

8-K 10.2 3/21/2022

10.27 * Employment Agreement between Dollar Tree Distribution, Inc.

and John Flanigan, effective May 9, 2022 (portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K)

10-Q 10.2 8/25/2022

10.28 * Letter Agreement amending the Executive Agreement between Dollar Tree, Inc.

and Kevin Wampler

10-Q 10.1 11/22/2022

10.23 * Form of Performance-Based Restricted Stock Unit Agreement under the 2021 Omnibus Incentive Plan (portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K)

6 unchanged sentences

10.1 8/24/2023

10.33 Form of Commercial Paper Dealer Agreement between Dollar Tree, Inc.

, as issuer, and the applicable Dealer party thereto

10.27 Form of Commercial Paper Dealer Agreement between Dollar Tree, Inc., as issuer, and the applicable Dealer party thereto

10.1 7/7/2023

10.28 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

10.29 * Letter Agreement, dated May 9, 2024, by and between Dollar Tree, Inc.

and Richard McNeely

8-K 10.1 5/10/2024

10.30 * 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

10.31 * Executive Agreement with Michael C.

(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

19.1 Dollar Tree, Inc.

Insider Trading Policy

21.1 Subsidiaries of the Registrant

23.1 Consent of Independent Registered Public Accounting Firm

24.1 P ower of Attorney (included on the signature page hereto)

24.1 Power of Attorney (included on the signature page hereto)

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

4 unchanged sentences

Clawback Policy

10-K 97.1 3/20/2024

Incorporated by Reference

8 unchanged sentences

March 26, 2025 By:

/s/ Richard W.

Date Richard W.

Chairman and Chief Executive Officer

/s/ Michael C.

Date Michael C.

Chief Executive Officer

(Principal Executive Officer)

10 unchanged sentences

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 Jeffrey A.

Davis, Aditya Maheshwari, and Jonathan B.

Leiken, and each 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/ Richard W.

Dreiling Chairman and Chief Executive Officer March 20, 2024

Dreiling (Principal Executive Officer) Date

Hilal Vice Chairman March 20, 2024

Each of the directors of the registrant whose signature appears below hereby appoints Aditya Maheshwari and Jonathan B.

Leiken, 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.

Chief Executive Officer and Director March 26, 2025

(Principal Executive Officer) Date

/s/ Edward J.

Kelly, III Lead Independent Director March 20, 2024

Kelly, III Chairman of the Board and Lead Independent Director March 26, 2025

Kelly, III Date

Hilal Vice Chairman March 26, 2025

/s/ William W.

Douglas, III Director March 26, 2025

Douglas, III Date

/s/ Cheryl W.

3 unchanged sentences

Heinrich Date

/s/ Timothy A.

Johnson Director March 26, 2025

Laschinger Director March 26, 2025

2 unchanged sentences

Naylor Director March 26, 2025

/s/ Winnie Y.

Park Director March 20, 2024

Randolph Director March 26, 2025

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures