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Item 1. Financial Statements

2025-09-03 compared with 2025-06-04 · 172 added, 73 removed, 363 unchanged (40% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED INCOME STATEMENTS

13 Weeks Ended

(in millions, except per share data) May 3, 2025 May 4, 2024

13 Weeks Ended 26 Weeks Ended

(in millions, except per share data) August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

Net sales $ 4,566.8 $ 4,065.5 $ 9,203.3 $ 8,231.1

3 unchanged sentences

Selling, general and administrative expenses 1,350.7 1,178.6 2,619.3 2,276.5

Transition services agreement income, net 8.0 — 8.0 —

Operating income 231.0 215.8 615.1 597.7

4 unchanged sentences

Income from continuing operations 155.5 142.3 469.0 410.0

Income from discontinued operations, net of tax 29.9 32.4

Income (loss) from discontinued operations, net of tax 32.9 ( 9.9 ) 62.8 22.5

Net income $ 188.4 $ 132.4 $ 531.8 $ 432.5

Basic earnings per share of common stock:

Basic earnings (loss) per share of common stock:

Continuing operations $ 0.75 $ 0.66 $ 2.23 $ 1.89

1 unchanged sentence

Total basic earnings per share of common stock $ 0.91 $ 0.62 $ 2.53 $ 2.00

Diluted earnings per share of common stock:

Diluted earnings (loss) per share of common stock:

Continuing operations $ 0.75 $ 0.66 $ 2.22 $ 1.89

2 unchanged sentences

Weighted average common shares outstanding:

207.3 215.0 210.4 216.4

207.8 215.2 210.8 216.7

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

13 Weeks Ended

(in millions) May 3, 2025 May 4, 2024

13 Weeks Ended 26 Weeks Ended

(in millions) August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

Net income $ 188.4 $ 132.4 $ 531.8 $ 432.5

4 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except par value and share data) May 3, 2025 February 1, 2025 May 4, 2024

(in millions, except par value and share data) August 2, 2025 February 1, 2025 August 3, 2024

Current assets:

16 unchanged sentences

Current liabilities:

Short-term borrowings $ 299.5 $ — $ 249.8

Current portion of long-term debt — 1,000.0 1,000.0

26 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

13 Weeks Ended May 3, 2025

13 Weeks Ended August 2, 2025

(in millions) Common

5 unchanged sentences

Earnings Shareholders'

Balance at May 3, 2025

209.5 $ 2.1 $ — $ ( 53.6 ) $ 3,956.3 $ 3,904.8

Net income — — — — 188.4 188.4

Total other comprehensive loss — — — ( 0.4 ) — ( 0.4 )

Issuance of stock under Employee Stock

Purchase Plan 0.1 — 2.1 — — 2.1

Exercise of stock options — — — — — —

Stock-based compensation, net 0.1 — 11.6 — — 11.6

Repurchase of stock ( 5.1 ) — ( 8.8 ) — ( 487.7 ) ( 496.5 )

Excise tax on repurchases of stock

— — ( 4.9 ) — — ( 4.9 )

Balance at August 2, 2025

204.6 $ 2.1 $ — $ ( 54.0 ) $ 3,657.0 $ 3,605.1

26 Weeks Ended August 2, 2025

(in millions) Common

Shares Common

Stock Additional

Capital Accumulated

Comprehensive

Loss Retained

Earnings Shareholders'

Balance at February 1, 2025

4 unchanged sentences

Purchase Plan 0.1 — 4.9 — — 4.9

Exercise of stock options — — — — — —

Stock-based compensation, net 0.4 — 24.0 — — 24.0

2 unchanged sentences

— — ( 9.0 ) — — ( 9.0 )

Balance at August 2, 2025

204.6 $ 2.1 $ — $ ( 54.0 ) $ 3,657.0 $ 3,605.1

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DOLLAR TREE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (cont.)

13 Weeks Ended August 3, 2024

(in millions) Common

Shares Common

Stock Additional

Capital Accumulated

Comprehensive

Loss Retained

Earnings Shareholders'

Balance at May 4, 2024

215.7 $ 2.2 $ — $ ( 45.6 ) $ 7,355.8 $ 7,312.4

13 Weeks Ended May 4, 2024

Net income — — — — 132.4 132.4

Total other comprehensive loss — — — ( 3.4 ) — ( 3.4 )

Issuance of stock under Employee Stock

Purchase Plan 0.1 — 1.8 — — 1.8

Stock-based compensation, net — — 27.1 — — 27.1

Repurchase of stock ( 0.8 ) — ( 5.9 ) — ( 84.1 ) ( 90.0 )

Excise tax on repurchases of stock

— — ( 0.8 ) — — ( 0.8 )

Balance at August 3, 2024

215.0 $ 2.2 $ 22.2 $ ( 49.0 ) $ 7,404.1 $ 7,379.5

26 Weeks Ended August 3, 2024

(in millions) Common

16 unchanged sentences

— — ( 3.6 ) — — ( 3.6 )

Balance at May 4, 2024

Balance at August 3, 2024

215.0 $ 2.2 $ 22.2 $ ( 49.0 ) $ 7,404.1 $ 7,379.5

3 unchanged sentences

26 Weeks Ended

(in millions) May 3, 2025 May 4, 2024

(in millions) August 2, 2025 August 3, 2024

Cash flows from operating activities:

11 unchanged sentences

Merchandise inventories ( 7.4 ) ( 103.3 )

Income taxes receivable ( 18.0 ) —

Other current assets ( 52.7 ) ( 24.3 )

8 unchanged sentences

Capital expenditures ( 493.9 ) ( 664.3 )

Proceeds from sale of discontinued operations 668.0 —

Cash divested from sale of discontinued operations

Proceeds from insurance recoveries 50.0 25.8

Payments for fixed asset disposition ( 0.1 ) ( 0.2 )

Proceeds from (payments for) fixed asset disposition

Net cash used in investing activities of continuing operations

( 21.2 ) ( 638.9 )

Cash flows from financing activities:

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

Debt-issuance costs ( 3.8 ) —

Proceeds from commercial paper notes 3,692.9 2,307.2

Repayments of commercial paper notes ( 3,393.7 ) ( 2,057.5 )

Proceeds from stock issued pursuant to stock-based compensation plans 4.9 5.7

5 unchanged sentences

Net cash used in investing activities of discontinued operations ( 79.8 ) ( 311.1 )

Net cash provided by discontinued operations 59.1 34.2

Net cash provided by (used in) discontinued operations 263.5 ( 46.2 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 0.6 ( 0.5 )

22 unchanged sentences

Securities and Exchange Commission (“SEC”) on March 26, 2025.

The results of operations for the 13 weeks ended May 3, 2025 are not necessarily indicative of the results to be expected for the entire fiscal year ending January 31, 2026.

In our opinion, the unaudited condensed consolidated financial statements included herein contain all adjustments (including those of a normal recurring nature) considered necessary for a fair presentation of our financial position as of May 3, 2025 and May 4, 2024 and the results of our operations and cash flows for the periods presented.

The results of operations for the 13 and 26 weeks ended August 2, 2025 are not necessarily indicative of the results to be expected for the entire fiscal year ending January 31, 2026.

In our opinion, the unaudited condensed consolidated financial statements included herein contain all adjustments (including those of a normal recurring nature) considered necessary for a fair presentation of our financial position as of August 2, 2025 and August 3, 2024 and the results of our operations and cash flows for the periods presented.

The February 1, 2025 balance sheet information was derived from the audited consolidated financial statements as of that date.

2 unchanged sentences

Continuing operations consists of the Dollar Tree segment and corporate, support and other.

As discussed in Note 10 , on March 25, 2025, the Company entered into a definitive agreement to sell the Family Dollar business to Brigade Capital Management, LP and Macellum Capital Management, LLC, for a purchase consideration of $ 1,007.0 million, subject to a number of adjustments, including with respect to working capital and net indebtedness.

The closing of the transaction is subject to satisfaction of customary closing conditions.

Net proceeds are estimated to total approximately $ 800 million.

The transaction is expected to close in the second quarter of fiscal 2025.

As discussed in Note 10 , on July 5, 2025, the Company completed its previously announced sale of the Family Dollar business to 1959 Holdings, LLC, for a purchase consideration of $ 1,007.5 million, subject to certain adjustments, including with respect to working capital and net indebtedness.

Net proceeds from the sale consisted of $ 665 million paid at closing and $ 22 million to be received within 90 days of closing, subject to final adjustment under the terms of the purchase agreement, dated as of March 25, 2025.

In addition, the Company monetized approximately $ 113 million of cash from Family Dollar prior to the closing date primarily through a reduction of net working capital.

Together, the total cash monetized from the sale of the Family Dollar business approximates $ 800 million.

The results of Family Dollar are presented as discontinued operations in the accompanying unaudited Condensed Consolidated Income Statements for all periods presented.

The assets and liabilities of Family Dollar have been reflected as assets and liabilities of discontinued operations in the accompanying unaudited Condensed Consolidated Balance Sheets for all periods presented.

Unless otherwise noted, all amounts and disclosures included in these Notes to Unaudited Condensed Consolidated Financial Statements reflect only our continuing operations.

Refer to Note 10 for additional details on discontinued operations.

Certain prior year amounts have been reclassified to conform with the current year presentation, including proceeds from and repayments of commercial paper notes in the accompanying unaudited Condensed Consolidated Statements of Cash Flows.

Note 2 - Recent Accounting Pronouncements

9 unchanged sentences

We are currently evaluating the impact of this standard to our consolidated financial statements.

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

Note 3 - Contingencies

3 unchanged sentences

These losses were fully offset by insurance receivables.

Subsequently, we recorded

additional insurance receivables of approximately $ 12.0 million for other property and equipment-related damage recoveries that are reimbursable under the terms of our insurance policy.

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.

11 unchanged sentences

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 they are reserved or resolved.

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.

5 unchanged sentences

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.

Talc Product Matters

Multiple personal injury lawsuits are pending in state court in California, Illinois, Louisiana, New York, Texas, and New Jersey against Dollar Tree, Family Dollar or both alleging that certain talc products that we sold caused cancer.

Multiple personal injury lawsuits are pending in state court in California, Illinois, Louisiana, New York, Texas, New Jersey, South Carolina, and the District of Columbia against Dollar Tree, Family Dollar or both alleging that certain talc products that we sold caused cancer.

The plaintiffs seek compensatory, punitive and exemplary damages, damages for loss of consortium, and attorneys’ fees and costs.

4 unchanged sentences

Beginning in August 2022, more than 50 personal injury cases have been filed in federal court against Dollar Tree, Family Dollar, or both, on behalf of minors alleging that their mothers took acetaminophen while pregnant, that the acetaminophen interfered with fetal development such that plaintiffs were born with autism and/or ADHD, and that we knew or should have known of the danger, had a duty to warn and failed to include appropriate warnings on the product labels.

The plaintiffs seek compensatory, punitive and/or exemplary damages, restitution and disgorgement, economic damages, and attorneys’ fees and costs.

The plaintiffs seek compensatory, punitive and/or

exemplary damages, restitution and disgorgement, economic damages, and attorneys’ fees and costs.

These cases, which originated in Alabama, California, Florida, Georgia, Louisiana, Minnesota, Missouri, North Carolina, Kentucky, Tennessee and Texas, along with other cases against many other defendants, were consolidated into multi-district litigation in the Southern District of New York.

2 unchanged sentences

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

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.

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”).

1 unchanged sentence

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.

Additionally, on March 21, 2025, the Company also 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.

As of August 2, 2025, there were no borrowings outstanding under the Five-Year Credit Facility.

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 August 2, 2025, there were no borrowings outstanding under the 364 -Day Revolving Credit Facility.

Borrowings under the Five-Year Credit Facility and the 364 -Day Revolving Credit Facility bear interest at the Adjusted Term SOFR Rate (as defined in the underlying credit agreements) plus 1.125 %, subject to adjustment based on (i) our credit ratings and (ii) our leverage ratio.

There were no short-term borrowings outstanding at May 3, 2025.

On May 15, 2025, we leveraged our commercial paper program to redeem our $ 1.0 billion 4.00 % Senior Notes, in addition to utilizing available cash.

As of June 2, 2025, we had $ 550.0 million of commercial paper notes outstanding.

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”).

As of August 2, 2025 and August 3, 2024, $ 300.0 million and $ 250.0 million principal amount of notes were outstanding under our commercial paper program, with a weighted-average interest rate of 4.6 % and 5.5 %, respectively.

There were no short-term borrowings outstanding at February 1, 2025.

Note 5 - Fair Value Measurements

4 unchanged sentences

that is, the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (e.g., when there is evidence of impairment).

We did not record any material impairment charges during the 13 weeks ended May 3, 2025 or May 4, 2024.

We did not record any material impairment charges during the 13 or 26 weeks ended August 2, 2025 or August 3, 2024.

Fair Value of Financial Instruments

1 unchanged sentence

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 May 3, 2025, we had no borrowings outstanding under our credit facilities or our commercial paper program.

At August 2, 2025, we had no borrowings outstanding under our credit facilities and had $ 300.0 million principal amount of notes outstanding under our commercial paper program.

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

May 3, 2025 February 1, 2025 May 4, 2024

August 2, 2025 February 1, 2025 August 3, 2024

(in millions) Fair Value Carrying Value Fair Value Carrying Value Fair Value Carrying Value

3 unchanged sentences

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

13 Weeks Ended

(in millions, except per share data) May 3, 2025 May 4, 2024

13 Weeks Ended 26 Weeks Ended

(in millions, except per share data) August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

Income from continuing operations $ 155.5 $ 142.3 $ 469.0 $ 410.0

Income from discontinued operations, net of tax 29.9 32.4

Income (loss) from discontinued operations, net of tax

32.9 ( 9.9 ) 62.8 22.5

Net income $ 188.4 $ 132.4 $ 531.8 $ 432.5

4 unchanged sentences

potential shares outstanding 207.8 215.2 210.8 216.7

Basic earnings per share of common stock:

Basic earnings (loss) per share of common stock:

Continuing operations $ 0.75 $ 0.66 $ 2.23 $ 1.89

1 unchanged sentence

Total basic earnings per share of common stock $ 0.91 $ 0.62 $ 2.53 $ 2.00

Diluted earnings per share of common stock:

Diluted earnings (loss) per share of common stock:

Continuing operations $ 0.75 $ 0.66 $ 2.22 $ 1.89

1 unchanged sentence

Total diluted earnings per share of common stock $ 0.91 $ 0.62 $ 2.52 $ 2.00

Share-based awards of 2.6 million shares and 3.1 million shares were excluded from the calculation of diluted net income per share for the 13 weeks ended May 3, 2025 and May 4, 2024, respectively, because their inclusion would be anti-dilutive.

Share-based awards of 2.2 million shares and 2.2 million shares were excluded from the calculation of diluted net income per share for the 13 and 26 weeks ended August 2, 2025, respectively, because their inclusion would be anti-dilutive.

Share-based awards of 3.4 million shares and 3.1 million shares were excluded from the calculation of diluted net income per share for the 13 and 26 weeks ended August 3, 2024, respectively, because their inclusion would be anti-dilutive.

Note 7 - Shareholders’ Equity

We repurchased 5,926,985 shares of common stock on the open market at a cost of $ 436.8 million, including applicable excise tax, during the 13 weeks ended May 3, 2025.

We repurchased 2,537,302 shares of common stock on the open market at a cost of $ 312.8 million, including applicable excise tax, during the 13 weeks ended May 4, 2024.

Of the shares repurchased during the 13 weeks ended May 3, 2025 and May 4, 2024, $ 5.0 million and $ 37.8 million, respectively, settled subsequent to May 3, 2025 and May 4, 2024, respectively, and these amounts were accrued in the accompanying unaudited Condensed Consolidated Balance Sheets.

At May 3, 2025, we had $ 519.7 million remaining under our existing $ 2.5 billion Board repurchase authorization.

Subsequent to May 3, 2025, we purchased an additional 779,512 shares of common stock on the open market at a cost of $ 67.5 million, as of June 2, 2025.

We repurchased 5,030,092 and 10,957,077 shares of common stock on the open market at a cost of $ 501.4 million and $ 938.2 million, including applicable excise tax, during the 13 and 26 weeks ended August 2, 2025, respectively.

We repurchased 746,535 and 3,283,837 shares of common stock on the open market at a cost of $ 90.8 million and $ 403.6 million, including applicable excise tax, during the 13 and 26 weeks ended August 3, 2024, respectively.

Of the shares repurchased during the 26 weeks ended August 2, 2025, $ 5.5 million settled subsequent to August 2, 2025 and these amounts were accrued in the accompanying unaudited Condensed Consolidated Balance Sheets.

In the 13 weeks ended August 2, 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.

At August 2, 2025, we had $ 2.4 billion remaining under the $ 2.5 billion Board repurchase authorization.

Subsequent to August 2, 2025, we purchased an additional 621,750 shares of common stock on the open market at a cost of $ 71.2 million, as of August 29, 2025.

Note 8 - Segments and Disaggregated Revenue

7 unchanged sentences

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 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.

8 unchanged sentences

(in millions) Dollar Tree Segment Corporate, Support and Other Total

13 Weeks Ended May 3, 2025

13 Weeks Ended August 2, 2025

Net sales $ 4,566.8 $ — $ 4,566.8

3 unchanged sentences

Selling, general and administrative expenses 1,203.1 147.6 1,350.7

Transition services agreement income, net — 8.0 8.0

Operating income (loss) 367.0 ( 136.0 ) 231.0

3 unchanged sentences

Depreciation and amortization expense $ 152.4 $ 9.6 $ 162.0

Capital expenditures $ 238.3 $ 10.5 $ 248.8

13 Weeks Ended May 4, 2024

13 Weeks Ended August 3, 2024

Net sales $ 4,065.5 $ — $ 4,065.5

8 unchanged sentences

Depreciation and amortization expense $ 116.6 $ 6.0 $ 122.6

Capital expenditures $ 271.4 $ 45.1 $ 316.5

(in millions) Dollar Tree Segment Corporate, Support and Other Total

26 Weeks Ended August 2, 2025

Net sales $ 9,203.3 $ — $ 9,203.3

Cost of sales 5,983.7 — 5,983.7

Gross Profit 3,219.6 — 3,219.6

Other revenue — 6.8 6.8

Selling, general and administrative expenses 2,329.9 289.4 2,619.3

Transition services agreement income, net — 8.0 8.0

Operating income (loss) 889.7 ( 274.6 ) 615.1

Interest expense, net 45.5

Other income, net ( 62.1 )

Income from continuing operations before income taxes $ 631.7

Depreciation and amortization expense $ 293.3 $ 19.8 $ 313.1

26 Weeks Ended August 3, 2024

Net sales $ 8,231.1 $ — $ 8,231.1

Cost of sales 5,363.3 — 5,363.3

Gross Profit 2,867.8 — 2,867.8

Other revenue — 6.4 6.4

Selling, general and administrative expenses 2,003.5 273.0 2,276.5

Operating income (loss) 864.3 ( 266.6 ) 597.7

Interest expense, net 56.6

Other expense, net 0.1

Income from continuing operations before income taxes $ 541.0

Depreciation and amortization expense $ 225.5 $ 16.1 $ 241.6

Capital expenditures made by the Dollar Tree segment were $ 239.2 million and $ 358.3 million, for the 13 weeks ended August 2, 2025 and August 3, 2024 respectively, and $ 477.5 million and $ 629.7 million, for the 26 weeks ended August 2, 2025 and August 3, 2024, respectively.

Disaggregated Revenue

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

13 Weeks Ended

(in millions) May 3, 2025 May 4, 2024

13 Weeks Ended 26 Weeks Ended

(in millions) August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

Consumable $ 2,311.0 50.6 % $ 2,058.4 50.6 % $ 4,647.6 50.5 % $ 4,150.4 50.4 %

7 unchanged sentences

As such, the outstanding payment obligations under our supply chain financing program are included within “Accounts payable” in the accompanying unaudited Condensed Consolidated Balance Sheets and within “Cash flows from operating activities” in the accompanying unaudited Condensed Consolidated Statements of Cash Flows.

Our outstanding payment obligations under this program were $ 352.0 million, $ 346.5 million and $ 42.4 million as of May 3, 2025, February 1, 2025, and May 4, 2024, respectively.

Our outstanding payment obligations under this program were $ 329.7 million, $ 346.5 million and $ 123.0 million as of August 2, 2025, February 1, 2025, and August 3, 2024, respectively.

Note 10 – Discontinued Operations

1 unchanged sentence

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

On March 25, 2025, the Company entered into a definitive agreement to sell the Family Dollar business to Brigade Capital Management, LP and Macellum Capital Management, LLC, for a purchase consideration of $ 1,007.0 million, subject to a number of adjustments, including with respect to working capital and net indebtedness.

The closing of the transaction is subject to satisfaction of customary closing conditions.

Net proceeds are estimated to total approximately $ 800 million.

The transaction is expected to close in the second quarter of fiscal 2025.

On March 25, 2025, the Company entered into a definitive agreement to sell the Family Dollar business to 1959 Holdings, LLC, and on July 5, 2025, the Company completed the sale for a purchase consideration of $ 1,007.5 million, subject to certain adjustments, including with respect to working capital and net indebtedness.

In addition, the Company monetized approximately $ 113 million of cash from Family Dollar prior to the closing date primarily through a reduction of net working capital.

Together, the total cash monetized from the sale of the Family Dollar business approximates $ 800 million.

As of August 2, 2025, the remaining receivable for estimated net proceeds to be received totaled $ 18.7 million.

The Company has continuing involvement with Family Dollar through 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.

During the second quarter of fiscal 2025, we recorded $ 8.0 million of income from transitions services provided to Family Dollar.

In addition, the Company is guaranteeing lease obligations for 121 Family Dollar stores amounting to approximately $ 91.0 million for the first year following the date of sale, which represents the full lease obligations on these stores for the 12-month period following the date of sale.

The amount guaranteed in the second and third year following the date of sale is $ 20.0 million and $ 10.0 million, respectively.

The Company is also guaranteeing Family Dollar’s supply chain finance obligations for a period of 90 days following the date of sale and in connection with this guarantee, the Company established a $ 30.0 million standby letter of credit which expires on October 7, 2025.

The fair values of the lease and supply chain finance guarantees are immaterial.

The results of Family Dollar are presented as discontinued operations in the accompanying unaudited Condensed Consolidated Income Statements for all periods presented.

Financial Information of Discontinued Operations

“Income from discontinued operations, net of tax” in the accompanying unaudited Condensed Consolidated Income Statements 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.

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

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

13 Weeks Ended

(in millions) May 3, 2025 May 4, 2024

13 Weeks Ended 26 Weeks Ended

(in millions) August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

Net sales $ 2,315.9 $ 3,307.2 $ 5,625.5 $ 6,768.0

3 unchanged sentences

Selling, general and administrative expenses 519.7 838.9 1,218.4 1,674.5

Operating income 291.9 38.7

Operating income (loss)

188.1 ( 12.7 ) 480.0 26.0

Interest income 1.1 1.0 2.7 3.3

Loss from classification to held for sale 258.4 —

Income from discontinued operations before income taxes 35.1 41.0

Loss on held for sale and disposal of discontinued operations

144.1 — 402.5 —

Income (loss) from discontinued operations before income taxes

45.1 ( 11.7 ) 80.2 29.3

Provision for income taxes 12.2 ( 1.8 ) 17.4 6.8

Income from discontinued operations, net of tax $ 29.9 $ 32.4

Depreciation expense related to discontinued operations was $ 111.2 million for the 13 weeks ended May 4, 2024.

Income (loss) from discontinued operations, net of tax

$ 32.9 $ ( 9.9 ) $ 62.8 $ 22.5

Depreciation expense related to discontinued operations was $ 120.6 million and $ 231.8 million for the 13 and 26 weeks ended August 3, 2024, respectively.

The Company has ceased depreciating and amortizing its long-lived assets for Family Dollar which primarily includes right-of-use assets and property and equipment.

1 unchanged sentence

(in millions)

May 3, 2025 February 1, 2025 May 4, 2024

August 2, 2025 February 1, 2025 August 3, 2024

Cash and cash equivalents $ — $ 179.0 $ 190.1

18 unchanged sentences

As of May 3, 2025, we remeasured the fair value of the Family Dollar business, including costs to sell and recorded an additional valuation allowance of $ 258.4 million.

On July 5, 2025, the effective date of the sale, we recorded an additional loss on disposal totaling $ 144.1 million.

In addition, during the first quarter of fiscal 2025, certain assets and liabilities of the Family Dollar business were moved out of held for sale as they will be retained by Dollar Tree.

1 unchanged sentence

The fair value of the Family Dollar business was estimated using the expected sale price as negotiated with the third party buyer.

The valuation allowance was recorded within “Loss from classification to held for sale” in the summarized results of operations of discontinued operations for the 13 weeks ended May 3, 2025.

Capital expenditures related to discontinued operations were $ 44.1 million and $ 155.7 million for the 13 weeks ended May 3, 2025 and May 4, 2024, respectively.

The valuation allowance was recorded within “Loss on held for sale and disposal of discontinued operations” in the summarized results of operations of discontinued operations for the 13 and 26 weeks ended August 2, 2025.

Capital expenditures related to discontinued operations were $ 77.8 million and $ 308.6 million for the 26 weeks ended August 2, 2025 and August 3, 2024, respectively.

Note 11 - Condensed Consolidated Financial Statement Details

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The following is a reconciliation between “Cash and cash equivalents” and “Restricted cash” of continuing operations presented in the Condensed Consolidated Balance Sheets and the total cash, cash equivalents and restricted cash presented in the Condensed Consolidated Statements of Cash Flows:

(in millions) May 3, 2025 May 4, 2024

(in millions) August 2, 2025 August 3, 2024

Cash and cash equivalents on the Condensed Consolidated Balance Sheets $ 666.3 $ 380.2

Restricted cash on the Condensed Consolidated Balance Sheets 76.7 73.2

Restricted cash on the Condensed Consolidated Balance Sheets, included in “Other current assets” 13.5 —

Restricted cash on the Condensed Consolidated Balance Sheets, noncurrent 77.5 74.1

Cash, cash equivalents and restricted cash of discontinued operations

4 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-Q

Item 1. Financial Statements