What changed in this filing

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Item 1. Business

2026-03-16 compared with 2025-03-26 · 74 added, 69 removed, 80 unchanged (64% of the section changed)

We are a leading operator of retail discount stores operating under the brand names of Dollar Tree and Dollar Tree Canada.

At February 1, 2025, we operated 8,628 stores across 48 states and the District of Columbia and operated 253 stores across five Canadian provinces.

At January 31, 2026, we operated approximately 9,000 stores across 48 states and the District of Columbia and approximately 275 stores across seven Canadian provinces.

We believe the convenience and value we offer, as well as the “thrill-of-the-hunt” shopping experience where customers discover new celebratory and seasonal items every week, are key factors in serving and growing our base of loyal customers.

We are committed to growing our business through new store openings, expanded geographies, improved product offerings, store renovations and remodeling, investments in our workforce and other initiatives to modernize and optimize our stores, our supply chain and distribution network and our technology.

These initiatives are discussed further below and in “ Item 7.

We continue to execute on a number of strategic initiatives across our business to drive profitable growth for Dollar Tree as a standalone banner following the sale of Family Dollar.

During our 2025 Investor Day held on October 15, 2025, we outlined our operational strategy for the years ahead, including an expanded, more relevant assortment, agile cost management, a more connected customer experience in stores, new store growth, and improved store conditions and operations, supported by an evolving supply chain, disciplined financial management and investment in our people.

These initiatives are discussed below and in “ Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations .”

Discontinued Operations

Family Dollar stores provide customers with a selection of competitively-priced merchandise in convenient neighborhood stores, primarily serving a lower-than-average income customer in urban and rural locations.

At February 1, 2025, the Family Dollar business included the operations of 7,622 general merchandise retail discount stores and ten distribution centers.

As previously reported, 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.

Accordingly, the Family Dollar business met the held for sale and discontinued operations accounting criteria.

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, including receipt of U.S.

antitrust approval.

Net proceeds are estimated to total approximately $804.0 million.

Unless otherwise noted, the discussion throughout Part I of this Form 10-K, including the various metrics cited, excludes the Family Dollar business and pertains only to our continuing 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 operating results of the Family Dollar business are reported as discontinued operations for all periods presented.

All discussion within this Annual Report on Form 10-K, including amounts, percentages and disclosures for all periods presented, reflect only the continuing operations of the Company unless otherwise noted.

For information on discontinued operations, refer to Note 2 to our consolidated financial statements under the caption “Assets Held for Sale and Discontinued Operations” and Note 15 .

Corporate Culture

Our core values drive how we treat our customers and each other to support a welcoming shopping experience and an engaging work environment.

At every level of our organization, we build our culture by serving with accountability, inspiring belonging, championing empowerment, operating with excellence, and acting with integrity.

We focus our ways of working on open, frequent communication and approach our roles with a continuous improvement mindset.

Our communication vehicles foster two-way dialogue and offer continuous touchpoints for associates to hear about our strategy, values and ways of working, to learn from senior leaders about our business progress and connect with one another.

Additionally, our people programs, as well as our meaningful focus on culture and belonging, reinforce our shared values and behaviors.

Our culture is designed to support consistent execution across a large and growing store base while fostering a welcoming experience for customers and an engaging work environment for associates.

We emphasize accountability, inclusion, empowerment, operational excellence, and integrity in how we lead and how we operate.

These principles are embedded in our day-to-day execution through clear performance expectations, frequent communication, and a continuous improvement mindset across all levels of the organization.

Our operating model emphasizes standardized store practices, disciplined execution, and shared ownership of results, which we believe are critical to maintaining store standards, improving productivity, and supporting scalable growth.

We actively invest in our associates through training, leadership development, and internal advancement opportunities, with a focus on building operational capability and reducing turnover.

Open, two-way communication channels enable associates to understand our strategic priorities, provide feedback, and remain aligned with business objectives.

We believe this approach strengthens execution at the store level, enhances the customer experience, and supports long-term performance.

Our people programs and focus on belonging reinforce these behaviors and support a stable, engaged workforce as we continue to expand and evolve the Dollar Tree brand.

For more information, see the “Our People” section below.

Our stores serve customers with a broad range of income levels principally in suburban locations, striving continuously to “Wow” the customer with a compelling, fun and fresh merchandise assortment comprised of a variety of things the customer wants and needs, all at incredible values in bright, clean and friendly stores.

In our Dollar Tree stores, we continue to expand our brand assortment at the $1.25 price point to provide greater value to our customers and increase customer traffic and store productivity.

We are continuing to expand our multi-price product assortment, which began with the introduction of $3 and $5 products in select discretionary categories, expanded into $3, $4 and $5 frozen and refrigerated product, and now comprises a wide assortment of other consumable and discretionary product at varying price points.

Through a partnership with Instacart, our customers can shop online and receive same-day delivery from more than 7,400 Dollar Tree stores, as of February 1, 2025, without having to visit a store.

In our Dollar Tree Canada stores, we generally sell items for $1.75(CAD) or less.

Our revenue and assets in Canada are not material.

We strive to exceed our customers’ expectations for product variety and quality by offering items we believe typically sell for higher prices elsewhere, and we believe our mix of imported and domestic merchandise is critical to this end.

In addition, direct

relationships with manufacturers permit us to select from a broad range of products and customize packaging, product sizes and package quantities that best meet our customers’ needs.

Merchandise imported directly typically accounts for approximately 40% of our total retail value purchases, with the remaining merchandise purchased domestically.

Among our foreign suppliers, China is the source of a vast majority of our direct imports and we believe that a significant portion of our goods purchased from domestic vendors is imported.

Our domestic purchases include basic, home, closeouts and promotional merchandise.

Our stores predominantly range from 8,000 - 10,000 selling square feet.

Our stores serve customers with a broad range of income levels principally in suburban locations and predominantly range from 8,000 - 10,000 selling square feet.

We carry approximately 8,400 items in our stores, and as of the end of fiscal 2025, approximately 40% of our items were automatically replenished.

The remaining items are either allocated to the stores or managed by direct store delivery (“DSD”) vendors.

Through automatic replenishment, store-specific allocations and DSD vendors, each store is able to satisfy the demands of their particular customer base.

Through automatic replenishment, store-specific allocations and DSD vendors, each store is able to tailor to the demands of its particular customer base.

As discussed at the recent 2025 Investor Day, we’re focused on expanding our footprint while elevating store conditions and operating standards to deliver a consistent experience for our associates and customers, strengthen customer connection, and drive profitable growth through improved store-level execution and productivity.

To achieve this, we are executing projects to optimize and modernize our stores, with a focus on improving shelf space productivity, enhancing the consistency of the in-store experience through targeted refresh and renovation programs, and supporting improved store-level performance.

We believe these initiatives support improved execution, a more consistent customer experience, and stronger returns on invested capital over time.

Our Merchandise

We maintain a balanced selection of products within traditional variety store categories.

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Closeout and promotional merchandise is purchased opportunistically and represents less than 10% of our purchases.

Closeout merchandise generally consists of discretionary merchandise, whereas the majority of promotional merchandise consists of consumable merchandise.

We offer a broad selection of nationally advertised brands from leading manufacturers.

Our private‑label products provide additional value across both consumable and discretionary categories, offering quality comparable to national brands as well as opening‑price‑point alternatives.

As part of our overall merchandise strategy, we continue to expand our private‑label assortment to enhance value for customers and strengthen our merchandise mix.

The merchandise mix in our stores consists of:

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For information regarding the amounts and percentages of our net sales contributed by the above merchandise categories for the last three fiscal years, please refer to Note 13 to our consolidated financial statements.

Marketing & Retail Media

In addition to our $1.25 price point, we continue to expand our multi-price offerings to provide a broader, more relevant assortment and differentiated value to our customers.

Through a partnership with Instacart, our customers can shop online and receive same-day delivery from more than 8,400 Dollar Tree stores, as of January 31, 2026, without having to visit a store.

In August 2025, we announced a nationwide partnership with Uber to bring the Uber Eats platform to our stores, offering customers on-demand access to and delivery of value-driven essentials, snacks, party supplies and seasonal surprises.

As of January 31, 2026, over 8,800 Dollar Tree stores were serviceable through Uber Eats.

In our Dollar Tree Canada stores, we generally sell items for $1.75 (CAD) or less.

Our revenue and assets in Canada are not material.

Our marketing mission is to surprise and delight our customer with great value, assortment, and treasure hunt excitement.

We believe the customer experience is extremely important to our marketing plan success and our ability to drive incremental business.

Our marketing efforts are primarily focused on driving store traffic by providing value to our customers through our new advanced digital targeting capabilities, genuine and authentic brand building via social influencers and posts, showcasing amazing assortment in our digital ads, creating a robust web and app customer experience, and utilizing in-store signage to help educate customers and drive conversion.

Our marketing efforts are primarily focused on driving store traffic by providing value to our customers through advanced digital targeting capabilities, genuine and authentic brand building via social influencers and posts, showcasing amazing assortment in our digital ads, creating a robust web and app customer experience, and utilizing in-store signage to help educate customers and drive conversion.

We believe our substantial buying power and our flexibility in making sourcing decisions contributes to our successful purchasing strategy, which includes targeted merchandise margin goals by category.

We also believe our ability to negotiate with our vendor partners enables us to manage the margin impact of economic pressures.

Direct relationships with manufacturers permit us to select from a broad range of products and customize packaging, product sizes and package quantities that best meet our customers’ needs.

We primarily buy products on an order-by-order basis and have no material long-term purchase contracts or other assurances of continued product supply or guaranteed product cost.

Historically, no merchandise vendor has accounted for more than 10% of total merchandise purchased by the company.

Historically and in fiscal 2025, no merchandise vendor has accounted for more than 10% of total merchandise purchased by the company.

Merchandise imported directly typically accounts for approximately 40% of our total retail value purchases, with the remaining merchandise purchased domestically.

Among our foreign suppliers, China is the source of a vast majority of our direct imports and we believe that a significant portion of our goods purchased from domestic vendors is imported.

Our domestic purchases include basic, home, closeouts and promotional merchandise.

We are actively implementing mitigation strategies to offset the impact of cost pressures and inflation, including tariffs, by re-negotiating supplier terms, re-engineering products for efficiency, shifting country of origin where it adds advantage, discontinuing lower-margin or underperforming items and executing targeted retail price changes.

We believe our mitigation strategies will allow us to protect our margins and maintain our competitiveness over the long term and, most importantly, keep providing our customers with the value, convenience, and discovery they expect for the products they need to help live and celebrate their lives.

A strong and efficient distribution network is critical to our ability to grow and to maintain a low-cost operating structure.

We’re optimizing our supply chain network, executing a multi-year plan to expand and modernize our distribution centers, add capacity, and strengthen transportation.

Investments are underway for enhancements in automation in existing buildings to improve efficiency, as well as improvements in inventory management capabilities and upgrades to our warehouse management systems.

We currently operate 16 distribution centers in the United States.

New distribution sites are strategically located to reduce the distance between the distribution centers and stores, maintain flexibility and improve efficiency in our store service areas.

As part of our efforts to scale our distribution network to support future store growth, we plan to convert the Odessa, Texas Family Dollar distribution center to a Dollar Tree distribution center in the second quarter of fiscal 2025.

We continue to make investments in our truck fleet, transportation management systems and a new RotaCart delivery process to streamline the truck unloading and store delivery process.

A RotaCart is a wheeled container that allows quick, easy store deliveries loaded by merchandise category.

The RotaCarts are nestable, allowing for easy return to the distribution centers.

Distribution services in Canada are provided by a third party from two facilities, one in British Columbia and one in Ontario.

Our stores receive approximately 90% of their inventory from our distribution centers.

The remaining store inventory, primarily perishable consumable items and other vendor-maintained display items, are delivered directly to our stores from vendors or third-party distributors.

New distribution sites are strategically located to reduce the distance between the distribution centers and stores, maintain flexibility and improve efficiency in our store service areas.

In April 2025, we announced plans to return to Marietta, Oklahoma, with a new, enhanced distribution center expected to be fully operational by spring 2027, with capacity to serve approximately 700 stores across the West and Southwest regions.

Reconstruction of the Marietta, Oklahoma distribution center commenced in September 2025.

In October 2025, we announced the purchase of a 1.25 million square foot distribution center outside Phoenix, Arizona, expected to open in spring 2026 and service stores in Arizona, Colorado, Nevada, New Mexico, and Utah.

For more information on our distribution center network, see “ Item 2.

Properties .”

Distribution services in Canada are provided by a third party from two facilities, one in British Columbia and one in Ontario.

For information on the impact of seasonality, see “ Item 1A.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations .”

We operate in the value retail sector, which is currently and in the future expected to continue to be highly competitive with respect to price, store location, merchandise quality, assortment and presentation, and customer service, including merchandise delivery and checkout options.

Our competitors include dollar stores, mass merchandisers, online retailers, discount retailers, drug stores, convenience stores, independently-operated discount stores, grocery stores and a wide variety of other retailers.

These other retail companies operate stores in many of the areas where we operate, and many of them engage in extensive advertising and marketing efforts.

We operate in the value retail sector, which is currently and in the future expected to continue to be highly competitive with respect to price, store location, merchandise quality, product assortment and presentation, shopping experience, and customer service, including merchandise delivery and checkout options.

Our competitors include dollar stores, mass merchandisers, warehouse clubs, online retailers, discount retailers, drug stores, convenience stores, independently-operated discount stores, grocery stores and a wide variety of other retailers.

We believe we differentiate ourselves from other retailers by providing high-value, high-quality, low-cost merchandise in attractively-designed stores that are conveniently located.

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We are subject to a wide variety of local, state and federal laws and regulations within the United States and Canada.

These laws and regulations relate to, among other things, the operation of our facilities and the sale of products, including without limitation product and food safety, marketing and labeling;

labor and employment, including wage and hour, benefits, healthcare and workplace safety;

These laws and regulations relate to, among other things, the operation of our facilities and the sale of products, including without limitation product and food safety, marketing, labeling or pricing;

information security and privacy;

artificial intelligence;

labor and employment;

employee wages and benefits;

health and workplace safety (including Occupational Safety and Health Administration rules);

antitrust and fair competition;

privacy and information security;

imports and customs;

tariff and trade;

energy and environmental protection;

climate change;

environmental compliance;

financial reporting and disclosure;

intellectual property;

and intellectual property.

We routinely incur significant compliance-related costs, both direct and indirect, with respect to these laws and regulations which may have a material effect on our capital expenditures, earnings or competitive position.

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Our trademarks are generally valid and may be renewed indefinitely as long as they are in use and/or their registrations are properly maintained.

Our business success, customer satisfaction and employee engagement are built upon our dedicated associates who work and live in the communities we serve.

Our associate engagement, customer satisfaction, and overall business success are built upon our dedicated associates who work and live in the communities we serve.

Our goal is to provide a work environment that is welcoming and inclusive, offers competitive pay and benefits, supports growth and development, and affirms our corporate values.

We recruit and hire in the communities we serve using associate referrals, local job fairs and social media as well as local community service partners to provide part-time and full-time jobs that can become lasting careers.

Our Human Resources team, with oversight from our Board of Directors and its committees, develops and executes programs for compensation and benefits, onboarding and training, professional and leadership development, performance management, recognition and succession planning.

Our People team (Human Resources), with oversight from our Board of Directors and its committees, develops and executes programs for compensation and benefits, onboarding and training, professional and leadership development, performance management, recognition and succession planning.

We show care for our people by investing in their personal well-being and professional growth through a variety of people programs and initiatives, including:

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All full-time and part-time associates are eligible for health and welfare benefits, including medical, dental and vision.

Associates may be eligible for other benefits including educational assistance, disability and life insurance as well as paid maternity and parental leave.

Associates may be eligible for other benefits including healthcare navigation and advocacy support, educational assistance, disability and life insurance as well as paid maternity and parental leave.

Financial support to associates recovering from natural disasters and personal hardships as well as a scholarship program for associates with children pursuing higher education are also available.

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To identify high-potential individuals, leadership assesses talent at the store manager level and above on a regular basis through structured talent reviews and succession planning paired with customized development plans.

fiscal 2023 we also started building our first leadership academy, focusing on our field district managers and setting the stage for similar programs for other groups of leaders throughout the organization.

In fiscal 2025, we deepened our Dollar Tree leadership culture by defining our Leadership Framework which sets clear expectations of leadership at every level and provides a common language for how we will lead with purpose and stay rooted in our shared values.

We also expanded leadership academy offerings to not only our field district managers but to our supply chain, field and Store Support Center directors.

Additionally, we launched formal high potential director and vice president leadership development programs to build our internal talent pipeline to support our future growth.

• Culture and belonging.

Our goal is to create and support a culture of inclusion and belonging for each individual associate.

We recognize that our customer base and the communities we serve are highly diverse, and we seek to create an environment in which the unique skills and perspectives of our associates and customers are understood, respected and appreciated.

To further this goal, we have a Chief Culture and Belonging Officer (“CCABO”), which is a Senior Special Counsel role, on all matters related to Culture and Belonging.

The CCABO is charged with creating and implementing strategies focused on corporate culture and the promotion of an inclusive environment in which all associates and customers feel welcome and valued, doing so in a manner consistent with our business goals and applicable law.

In addition, we provide associate training on topics related to promoting a culture of inclusion and belonging and have formed a number of associate resource groups (“ARGs”).

Each ARG is open to all associates.

Our objective is to build a platform to encourage professional development, support community outreach and customer engagement, cultivate mentoring, attract talent from the communities we serve, and promote cross-functional teamwork for all associates.

Each ARG is supported by an executive sponsor and a Human Resources partner to ensure efforts are aligned with the business.

Our goal is to foster a culture of inclusion and belonging in which each associate feels respected, supported, and able to contribute.

We recognize that our associates, customers, and the communities we serve are diverse, and we seek to create an environment that values and appreciates different skills, experiences, and perspectives.

We support this goal through associate training focused on workplace respect, collaboration, and inclusive engagement, as well as through associate resource groups (“ARGs”) open to all associates that encourage professional development, mentoring, community involvement, cross-functional collaboration, and customer engagement.

These efforts are designed to strengthen connections among our associates, our customers, and the communities in which we operate, consistent with our business objectives and applicable laws.

• Workplace safety.

Safety is a foundational part of our culture, embedded in all aspects of how we run our business.

Our Asset Protection department, which includes Environmental, Health and Safety and Workplace Violence teams leads our comprehensive safety programming across all areas of our enterprise.

Throughout the organization, we operate with a commitment to “Safety First, Safety Always,” with the shared understanding that a safe working environment is the responsibility of every associate.

Our Asset Protection department, and teams dedicated to Environmental, Health and Safety and Workplace Violence Prevention, operate with a commitment to “Safety First, Safety Always,” with the shared understanding that a safe working environment is the responsibility of every associate.

Through training and technology, we are able to implement measures that protect our associates and customers, and leverage predictive analytics to proactively identify and support stores in need of safety assistance.

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We believe that our associates are the most critical part of our business, and supporting an engaging culture where people can do their best work is a top priority for our leaders.

In recent years we have added new channels to foster two-way dialogue and ensure we are listening to our associates and taking action on their feedback.

In recent years we have added new channels to foster two-way dialogue and ensure we are listening to our associates and acting on their feedback.

A comprehensive strategic communication plan has been put in place to ensure our associates across the organization hear directly from our executive leaders on a regular basis to remain aligned with key priorities.

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Integrity Matters is a confidential reporting tool managed by an independent third party.

The number of associates we employed as of February 1, 2025 is as follows, including associates within the held for sale Family Dollar business:

Store and Distribution Center Associates

Dollar Tree Family Dollar Store Support Center Associates Total

The number of associates we employed as of January 31, 2026 is as follows:

Store and Distribution Center Associates Store Support Center Associates Total

Full-time Associates 33,755 1,426 35,181

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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 1. Business