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Item 8. Financial Statements and Supplementary Data

2026-03-16 compared with 2025-03-26 · 254 added, 297 removed, 822 unchanged (40% of the section changed)

23 unchanged sentences

Note 15 - Discontinued Operations

Note 16 - Subsequent Events

Note 17 – Quarterly Financial Information (Unaudited)

Report of Independent Registered Public Accounting Firm

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We have audited the accompanying consolidated balance sheets of Dollar Tree, Inc.

and subsidiaries (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).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of February 1, 2025 and February 3, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended February 1, 2025, in conformity with U.S.

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 February 1, 2025, 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 26, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

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

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

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 critical audit matters 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

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 February 1, 2025, the Company recorded an estimated liability of $244.3 million related to continuing operations and $185.0 million related to discontinued operations.

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.

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• 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.

Trade name intangible asset impairment

As discussed in Notes 2 and 15 to the consolidated financial statements, the Company performs trade name intangible asset impairment testing on an annual basis and when events and changes in circumstances indicate possible impairment of the asset.

To estimate the fair value of the Family Dollar trade name intangible asset (Family Dollar trade name), the Company uses the relief-from-royalty method.

The impairment charge for the year ended February 1, 2025 was $1,400.0 million for the Family Dollar trade name.

We identified the evaluation of the Company’s fair value of the Family Dollar trade name as a critical audit matter.

Subjective auditor judgment and specialized skills and knowledge were required to evaluate the key assumptions used to estimate the fair value of the Family Dollar trade name, specifically the revenue growth rates, discount rate, and company-specific royalty rate.

Minor changes to certain of these assumptions could have a significant effect on the fair value and the resulting assessment of the carrying value of the Family Dollar trade name.

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 intangible asset impairment process, including controls related to the determination and development of the identified assumptions.

We assessed the Company’s ability to forecast by comparing the Company’s historical forecasts to actual results.

We evaluated the revenue growth rates by comparing them to historical results and performing sensitivity analyses.

We involved valuation professionals with specialized skills and knowledge, who assisted in:

• evaluating the revenue growth rates by comparing them to publicly available market data for comparable companies

• assessing the discount rate by comparing it to a range of discount rates developed using publicly available market data for comparable companies

• assessing the company-specific royalty rate by comparing it to publicly available market data for comparable licensing agreements.

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

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CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data) February 1, 2025 February 3, 2024 January 28, 2023

(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

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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

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions) February 1, 2025 February 3, 2024 January 28, 2023

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

Net income (loss) $ 1,282.5 $ ( 3,030.1 ) $ ( 998.4 )

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CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data) February 1, 2025 February 3, 2024

(in millions, except par value and share data) January 31, 2026 February 1, 2025

Current assets:

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Other assets 158.2 133.6

Noncurrent assets of discontinued operations — 7,792.0

Total assets $ 13,466.2 $ 18,644.0

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Other liabilities 244.3 182.6

Noncurrent liabilities of discontinued operations — 2,538.5

Total liabilities 9,711.3 14,666.6

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600,000,000 shares authorized, 198,505,205

and 217,907,206 shares issued and outstanding at February 1, 2025 and

and 215,078,018 shares issued and outstanding at January 31, 2026 and

February 1, 2025, respectively

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

YEARS ENDED FEBRUARY 1, 2025, FEBRUARY 3, 2024, AND JANUARY 28, 2023

YEARS ENDED JANUARY 31, 2026, FEBRUARY 1, 2025, AND FEBRUARY 3, 2024

(in millions) Common

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221.2 $ 2.2 $ 667.5 $ ( 41.2 ) $ 8,123.0 $ 8,751.5

Net income — — — — 1,615.4 1,615.4

Net loss — — — — ( 998.4 ) ( 998.4 )

Total other comprehensive loss — — — ( 2.4 ) — ( 2.4 )

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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 )

Balance at January 28, 2023

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

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215.1 2.2 92.9 ( 59.2 ) 3,941.5 3,977.4

Net loss — — — — ( 3,030.1 ) ( 3,030.1 )

Total other comprehensive loss — — — ( 15.6 ) — ( 15.6 )

Net income — — — — 1,282.5 1,282.5

Total other comprehensive income — — — 8.5 — 8.5

Issuance of stock under Employee Stock

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Excise tax on repurchase of stock — — ( 15.2 ) — — ( 15.2 )

Balance at February 1, 2025

Balance at January 31, 2026

198.4 $ 2.0 $ — $ ( 50.7 ) $ 3,803.6 $ 3,754.9

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions) February 1, 2025 February 3, 2024 January 28, 2023

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

Cash flows from operating activities:

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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

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Merchandise inventories 130.6 ( 182.6 ) 488.2

Income taxes receivable ( 13.7 ) — —

Other current assets ( 65.7 ) ( 32.8 ) ( 37.9 )

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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 —

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Cash flows from financing activities:

Proceeds from revolving credit facility — — 555.0

Repayments of revolving credit facility — — ( 555.0 )

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

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Interest, net of amounts capitalized $ 125.4 $ 132.8 $ 131.4

Income taxes $ 175.9 $ 274.0 $ 401.3

Non-cash transactions:

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Accrued capital expenditures $ 45.7 $ 74.5 $ 138.8

(1) Supplemental disclosures are inclusive of activity for both continuing and discontinued operations.

(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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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 will represent a strategic shift that will have a major effect on our operations and financial results.

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.

Prior periods have been adjusted to conform to the current presentation.

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 periods presented.

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.

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.

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.

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Cash and Cash Equivalents

Cash and cash equivalents at February 1, 2025 and February 3, 2024 includes $ 1,050.9 million and $ 225.2 million, respectively, of investments primarily in money market securities which are valued at cost, which approximates fair value.

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.

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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 February 1, 2025 and February 3, 2024 was $ 155.5 million and $ 50.3 million, respectively.

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) February 1, 2025 February 3, 2024

(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 75.7 72.3

Cash, cash equivalents and restricted cash of discontinued operations

included in current and noncurrent assets of discontinued

operations on the Consolidated Balance Sheets 179.0 259.7

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

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Costs directly associated with warehousing and distribution are capitalized as merchandise inventories.

Total warehousing and distribution costs capitalized into inventory amounted to $ 195.3 million and $ 166.9 million at February 1, 2025 and February 3, 2024, respectively.

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

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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 $ 7.6 million, $ 5.9 million and $ 3.8 million of interest costs in the years ended February 1, 2025, February 3, 2024 and January 28, 2023, respectively.

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.

Insurance Reserves and Restricted Cash

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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 related to continuing operations are recorded within “Other current liabilities” and “Other liabilities” in the accompanying Consolidated Balance Sheets and amounted to $ 244.3 million and $ 187.0 million at February 1, 2025 and February 3, 2024, respectively.

Self-insurance liabilities related to discontinued operations totaled $ 185.0 million and $ 176.5 million at February 1, 2025 and February 3, 2024, respectively.

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.

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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 $ 75.7 million and $ 72.3 million at February 1, 2025 and February 3, 2024, respectively.

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

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We expense all other pre-opening costs related to our stores and distribution centers, as incurred.

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.

In accordance with ASC Topic 740 “Income Taxes,” income taxes are accounted for under the asset and liability method.

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Deferred tax assets are reduced by valuation allowances when necessary.

Assessing whether deferred tax assets are realizable requires significant judgment.

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.

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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.

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.

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Recently Adopted Accounting Pronouncements

In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04 "Liabilities - Supplier Finance Programs (Subtopic 405-50)" ("ASU 2022-04") which requires entities to disclose the key terms of supplier finance programs used in connection with the purchase of goods and services along with information about their obligations under these programs, including a rollforward of those obligations.

We adopted ASU 2022-04 in fiscal 2023 on a retrospective basis, except for the amendments relating to the rollforward requirement, which we adopted effective February 1, 2025 on a prospective basis.

The adoption did not have a material impact on our consolidated financial statements.

Refer to Note 14 for a discussion of our supply chain finance program and the rollforward of our outstanding payment obligations under the program.

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”) which requires disclosure of incremental segment information on an annual and interim basis, including enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss.

ASU 2023-07 also requires entities to disclose the title and position of the CODM and explain how the CODM uses the reported measures of segment profit or loss in assessing performance and allocating resources.

Further, it requires that all annual disclosures about a reportable segment’s profit or loss and assets currently required by Topic 280 be provided in interim periods.

We adopted ASU 2023-07 effective February 1, 2025 on a retrospective basis.

Refer to Note 13 for our segment disclosures.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740):

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 currently exist under Topic 740.

ASU 2023-09 is effective on a prospective basis for annual periods beginning in fiscal 2025, with retrospective application permitted.

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

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):

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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 February 1, 2025 and February 3, 2024 consists of the following:

(in millions) February 1, 2025 February 3, 2024

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

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Total property, plant and equipment, net $ 4,959.6 $ 4,499.3

Depreciation expense was $ 524.8 million, $ 400.6 million, and $ 365.3 million for the years ended February 1, 2025, February 3, 2024, and January 28, 2023, respectively.

Accrued capital expenditures were $ 61.1 million, $ 82.2 million, and $ 31.7 million at February 1, 2025, February 3, 2024, and January 28, 2023, respectively.

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.

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 February 1, 2025 and February 3, 2024 consist of the following:

(in millions) February 1, 2025 February 3, 2024

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

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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:

(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:

(in millions) February 1, 2025 February 3, 2024 January 28, 2023

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

Current taxes:

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Provision for income taxes $ 404.2 $ 341.1 $ 396.1

Cash paid for income taxes related to continuing operations totaled $ 175.9 million, $ 274.0 million and $ 401.3 million in fiscal 2024, fiscal 2023 and fiscal 2022, respectively.

On August 16, 2022, the Inflation Reduction Act of 2022 (“2022 Tax Act”) was enacted into law.

A key provision of the 2022 Tax Act is a 15% minimum tax on adjusted financial statement income.

We do not expect any impact to our effective tax rate as a result of the 15% minimum tax under the 2022 Tax Act.

A reconciliation of the statutory U.S.

federal income tax rate and the effective tax rate follows:

February 1, 2025 February 3, 2024 January 28, 2023

(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 %

State and local income taxes, net of federal income tax benefit 3.3 3.4 3.6

Non-deductible expenses 1.4 0.7 0.9

Domestic Federal:

Cross-border tax laws 1.6 0.1 1.2 0.1 2.1 0.1

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

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Significant components of our net deferred tax assets (liabilities) follow:

(in millions) February 1,

(in millions) January 31,

2026 February 1,

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Deferred income taxes, net $ ( 152.3 ) $ 260.6

At February 1, 2025, we had certain state tax credit carryforwards, net operating loss carryforwards and capital loss carryforwards totaling $ 55.4 million.

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.

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Uncertain Tax Positions

We are participating in the IRS Compliance Assurance Program (“CAP”) for fiscal 2024 and we have been accepted into the program for fiscal 2025.

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.

In fiscal 2020, we participated in the CAP under the IRS’s bridge year program and as a result, the IRS will not be completing an audit on the fiscal 2020 tax return at this time.

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.

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The statute of limitations is still open prior to fiscal 2022 for some states.

The balance for unrecognized tax benefits at February 1, 2025 was $ 28.2 million.

The total amount of unrecognized tax benefits at February 1, 2025 that, if recognized, would affect the effective tax rate was $ 23.1 million (net of the federal tax benefit).

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).

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

(in millions) February 1, 2025 February 3, 2024

(in millions) January 31, 2026 February 1, 2025

Beginning Balance $ 28.2 $ 22.0

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Ending balance $ 29.7 $ 28.2

It is possible that tax reserves will be reduced for audit settlements and statute expirations within the next 12 months.

At this point it is not possible to estimate a range associated with the resolution of these audits.

We do not expect any change to have a material impact to our consolidated financial statements.

As of February 1, 2025, we have recorded a liability for potential interest and penalties of $ 2.7 million.

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:

(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 February 1, 2025, we have commitments totaling $ 38.2 million through fiscal 2025 related to ocean shipping contracts and commitments of $ 299.2 million through fiscal 2034 related to agreements for software licenses and support, telecommunication services and store technology assets and maintenance for our stores.

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 $ 200.0 million in trade letters of credit with various financial institutions, under which $ 3.6 million was committed to these letters of credit issued for routine purchases of imported merchandise at February 1, 2025.

We have issued various surety bonds that primarily serve as collateral for utility payments at our stores and self-insured insurance programs.

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.

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.

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Insurance Claims

On April 28, 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 are not salvageable.

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.

As of February 1, 2025, we recorded additional insurance receivables of approximately $ 7.0 million for other property and equipment-related damage recoveries that we expect to be reimbursed under the terms of our insurance policy.

As of February 1, 2025, we have 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.

For the year ended February 1, 2025, we recorded a gain of $ 30.0 million for the excess of the insurance proceeds received over the losses incurred for damaged inventory, which is reflected within “ Other (income) expense, net ” in the accompanying Consolidated Statements of Operations.

The foregoing losses and expected insurance recoveries are based on information currently available to us.

We continue to assess these estimates and will recognize any changes to these estimates in the period(s) in which they are determined.

The final losses, insurance recoveries and net charges could vary from these estimates.

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.

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

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environmental and safety issues;

and product safety matters.

Legal proceedings may also include class, collective, representative and large cases and

arbitrations, including those described below.

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 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.

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Active Matters

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.

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

Although we have been able to resolve previous talc lawsuits against us without material loss, given the inherent uncertainties of litigation there can be no assurances regarding the outcome of pending or future cases.

Future costs to litigate these cases are not known but may be material, and it is uncertain whether our costs will be covered by insurance.

In addition, although we have indemnification rights against our vendors in several of these cases, it is uncertain whether the vendors will have the financial ability to fulfill their obligations to us.

Acetaminophen Matters

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.

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 court litigation in the Southern District of New York.

The court disqualified plaintiffs’ experts and, on that basis dismissed all the cases which had been filed at the time of that decision, including all cases currently filed against us.

The dismissal has been appealed to the Second Circuit by plaintiffs.

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.

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

Short-term borrowings and long-term debt consist of the following:

(in millions) February 1, 2025 February 3, 2024

(in millions) January 31, 2026 February 1, 2025

Short-Term Borrowings:

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$ 1.5 billion revolving credit facility

$ 1.0 billion revolving credit facility

Total Short-Term Borrowings $ — $ —

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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.

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The notes rank equally with all of our other unsecured and unsubordinated debt.

We issued and repaid $ 3.2 billion and $ 1.1 billion principal amount of notes in fiscal 2024 and fiscal 2023, respectively, and incurred interest expense of $ 3.9 million and $ 2.6 million, respectively, related to these notes.

At February 1, 2025 and February 3, 2024, no notes were outstanding under the program.

Revolving Credit Facility

The Company’s $ 1.5 billion five-year revolving credit facility (the “Revolving Credit Facility”), of which up to $ 350.0 million is available for letters of credit, is currently set to mature on December 8, 2026.

At February 1, 2025 and February 3, 2024, we had letters of credit outstanding under the Revolving Credit Facility of $ 3.8 million and $ 4.1 million, respectively.

We did not borrow under the Revolving Credit Facility in fiscal 2024 or fiscal 2023.

In fiscal 2022, we borrowed and repaid $ 555.0 million of loans under the Revolving Credit Facility and incurred interest expense of $ 3.6 million related to these borrowings.

We had no borrowings outstanding under the Revolving Credit Facility at February 1, 2025 and February 3, 2024.

Borrowings under the Revolving Credit Facility bear interest at the Adjusted Term SOFR Rate (as defined in the underlying credit agreement) plus 1.125 %, subject to adjustment based on (i) our public debt rating and (ii) our leverage ratio.

At February 1, 2025, the Revolving Credit Facility bore interest at 5.54 %.

We pay certain commitment fees in connection with the Revolving Credit Facility.

The Revolving Credit Facility allows 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 Revolving Credit Facility contains a number of customary affirmative and negative covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to incur subsidiary indebtedness, incur liens, sell all or substantially all of our (including our subsidiaries’) assets and consummate certain fundamental changes.

The Revolving Credit Facility also contains financial covenants, including a maximum leverage ratio covenant and a minimum fixed charge coverage ratio covenant.

As of February 1, 2025, we were in compliance with all applicable covenants.

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.

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

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.

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.

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The senior notes contain covenants that, among other things, limit our ability to incur certain secured debt.

As of February 1, 2025, we were in compliance with all applicable covenants.

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):

(in millions)

2025 $ 1,000.0

Thereafter 1,200.0

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The lease cost for operating leases that was recognized in the accompanying Consolidated Statements of Operations was as follows:

(in millions) February 1, 2025 February 3, 2024 January 28, 2023

Operating lease cost $ 1,041.6 $ 948.1 $ 907.2

(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

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There are no residual value guarantees that exist, and there are no restrictions or covenants imposed by leases.

As of February 1, 2025, maturities of lease liabilities were as follows:

As of January 31, 2026, maturities of lease liabilities were as follows:

(in millions)

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Present value of lease liabilities $ 4,623.9

The future lease payments above exclude $ 154.0 million of legally binding minimum lease payments for leases signed but not yet commenced as of February 1, 2025.

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:

February 1, 2025 February 3, 2024 January 28, 2023

January 31, 2026 February 1, 2025 February 3, 2024

Weighted-average remaining lease term (years) 5.7 5.6 5.4

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

(in millions) February 1, 2025 February 3, 2024 January 28, 2023

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

Cash paid for amounts included in the measurement of lease liabilities:

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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, fiscal 2023 and fiscal 2022.

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 Revolving Credit Facility and borrowings under our commercial paper program approximate their fair values.

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

February 1, 2025 February 3, 2024

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

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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 February 1, 2025 and February 3, 2024.

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.

Under the existing Board repurchase authorization, we may repurchase up to $ 2.5 billion of our common stock in open market or privately negotiated transactions with financial institutions.

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 3,283,837 , 3,905,599 and 4,613,696 shares of common stock on the open market at a cost of $ 403.6 million, $ 504.3 million and $ 647.5 million, including applicable excise tax, in fiscal 2024, fiscal 2023 and fiscal 2022, respectively.

As of February 1, 2025, we had $ 952.4 million remaining under our existing $ 2.5 billion Board repurchase authorization.

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.

Note 10 - Stock-Based Compensation Plans

Fixed Stock-Based Compensation Plans

The 2011 Omnibus Incentive Plan permitted us to grant to our employees, consultants and directors up to 4.0 million shares of our common stock plus any shares available under former plans which were previously approved by the shareholders.

The plan permitted 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.

As of March 17, 2021, the plan was no longer available for new grants of awards, but all outstanding awards that were granted under the plan prior to March 17, 2021 continue to be governed by the terms and conditions of the plan and applicable award agreements.

Effective June 10, 2021, the 2011 Omnibus Incentive Plan was replaced and superseded by the 2021 Omnibus Incentive Plan (“Omnibus Plan”).

The Omnibus Plan permits us to grant up to 6.5 million shares of our common stock to our employees, consultants and directors.

The form of equity awards authorized for grant under the Omnibus Plan are substantially the same as those permitted by the predecessor plan.

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.

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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 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:

(in millions) February 1, 2025 February 3, 2024 January 28, 2023

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

Cost of sales $ 13.5 $ 13.9 $ 11.9

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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 February 1, 2025 and changes during the year then ended:

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

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Forfeited ( 580,546 ) $ 92.84

Nonvested at February 1, 2025

Nonvested at January 31, 2026

1,198,627 $ 92.28

The total fair value of the RSUs vested during the years ended February 1, 2025, February 3, 2024 and January 28, 2023 was $ 55.3 million, $ 53.8 million and $ 51.5 million, respectively.

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 February 1, 2025, there was $ 73.6 million of total unrecognized compensation expense related to the outstanding RSUs which is expected to be recognized over a weighted-average period of 1.5 years.

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.

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 2024 and fiscal 2023, we granted 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.

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 2024 Fiscal 2023

Expected term (in years) 2.8 2.8 2.8

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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 awards.

The following table summarizes the status of PSUs as of February 1, 2025 and changes during the year then ended:

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

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Forfeited ( 98,541 ) $ 102.12

Nonvested at February 1, 2025

Nonvested at January 31, 2026

308,316 $ 98.12

The total fair value of the PSUs vested during the years ended February 1, 2025, February 3, 2024 and January 28, 2023 was $ 9.1 million, $ 8.7 million and $ 44.5 million, respectively.

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 February 1, 2025, there was $ 10.1 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.

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 2023, we began to issue stock options to certain key executives.

These awards generally 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.

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.

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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 excercisable through the original ten-year term.

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, as well as the assumptions used for the fiscal 2022 award granted to the former Executive Chairman are as follows:

Fiscal 2024 Fiscal 2023 Fiscal 2022

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

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These options vested immediately and were expensed on the grant date.

The following tables summarize information about options outstanding at February 1, 2025 and changes during the year then ended:

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

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1,800,025 $ 154.49

Granted 102,147 125.94

Exercised ( 7,652 ) 107.11

Forfeited ( 19,819 ) 133.22

Outstanding at February 1, 2025

Outstanding at January 31, 2026

1,772,554 $ 154.96 6.2 $ 0.8

Exercisable at February 1, 2025

Exercisable at January 31, 2026

1,715,205 $ 155.95 6.1 $ 0.4

The intrinsic value of options exercised was less than $ 0.1 million in each of fiscal 2024, fiscal 2023 and fiscal 2022.

As of February 1, 2025, there was $ 3.9 million of total unrecognized compensation expense related to these options which is expected to be recognized over a weighted-average period of 1.5 years.

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:

(in millions, except per share data) February 1, 2025 February 3, 2024 January 28, 2023

(in millions, except per share data) January 31, 2026 February 1, 2025 February 3, 2024

Income from continuing operations $ 1,225.3 $ 1,042.5 $ 1,265.8

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Total diluted earnings (loss) per share of common stock $ 6.22 $ ( 14.03 ) $ ( 4.54 )

For the years ended February 1, 2025, February 3, 2024 and January 28, 2023, share-based awards of 3.1 million shares, 2.4 million shares and 3.0 million shares, respectively, were excluded from the calculation of diluted earnings per share because their inclusion would be anti-dilutive.

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.

Note 12 – Employee Benefit Plan

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Contributions to and reimbursements by us of expenses of the plan were recorded in the accompanying Consolidated Statements of Operations as follows:

(in millions) February 1, 2025 February 3, 2024 January 28, 2023

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

Cost of sales $ 5.9 $ 6.0 $ 5.7

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Note 13 – Segments and Disaggregated Revenue

As described in Note 2 under the caption “Assets Held for Sale and Discontinued Operations,” as well as Note 15 below, effective as of the fourth quarter of fiscal 2024, the Company no longer reports the Family Dollar segment;

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.

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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 CODM is our chief executive officer of the enterprise.

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.

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The CODM is provided asset information on a consolidated basis rather than by segment.

The accounting policies of the segments are the same as those described in Note 2 .

We may revise the measurement of each segment’s operating income, as determined by the information regularly reviewed by the CODM.

If the measurement of a segment changes, prior period amounts and balances are reclassified to be comparable to the current period’s presentation.

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.

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

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 February 1, 2025

Year Ended January 31, 2026

Net sales $ 19,395.7 $ — $ 19,395.7

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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

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Depreciation and amortization expense $ 609.9 $ 38.2 $ 648.1

Capital expenditures $ 1,262.2 $ 38.3 $ 1,300.5

Year Ended February 1, 2025

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Interest expense, net 107.5

Other expense, net 0.1

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

Capital expenditures $ 1,081.2 $ 112.6 $ 1,193.8

Year Ended January 28, 2023

Year Ended February 3, 2024

Net sales $ 16,770.3 $ — $ 16,770.3

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Depreciation and amortization expense $ 370.1 $ 30.4 $ 400.5

Capital expenditures $ 544.4 $ 94.6 $ 639.0

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.

Disaggregated Revenue

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

(in millions) February 1, 2025 February 3, 2024 January 28, 2023

(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 %

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Note 14 – Supply Chain Finance Program

During fiscal 2023, we implemented a supply chain finance program, administered through a financial institution, which provides participating suppliers with the opportunity to finance payments due from us.

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.

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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 February 1, 2025 and February 3, 2024, our outstanding payment obligations under this program were $ 346.5 million and $ 10.0 million, respectively.

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:

(in millions) February 1, 2025

Obligations outstanding at February 3, 2024

(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 February 1, 2025

Obligations outstanding at the end of the year $ 305.1 $ 346.5

Note 15 – Discontinued Operations

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.

Accordingly, the Company determined the assets of the Family Dollar business met the criteria for classification as held for sale.

Additionally, the Company determined the ultimate disposal will represent a strategic shift that will have 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 periods presented.

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.

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.

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

The Company plans to convert the Odessa, Texas Family Dollar distribution center to a Dollar Tree distribution center in the second quarter of fiscal 2025.

In addition, the Company intends to reassign approximately 330 leases for closed Family Dollar stores to Dollar Tree.

Financial Information of Discontinued Operations

“Income (loss) from discontinued operations, net of tax” in the 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.

“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.

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

(in millions) February 1, 2025 February 3, 2024 January 28, 2023

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

Net sales $ 5,625.5 $ 13,252.1 $ 13,811.3

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Cost of sales 3,931.6 9,894.5 10,510.6

Selling, general and administrative expenses,

excluding Goodwill impairment 4,706.9 4,899.4 3,017.1

Selling, general and administrative expenses, excluding Goodwill impairment 1,218.4 4,706.9 4,899.4

Goodwill impairment — 490.5 1,069.0

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Interest income 2.7 5.5 5.7

Loss from classification to held for sale 3,438.8 — —

Loss on held for sale and disposal of discontinued operations 407.7 3,438.8 —

Income (loss) from discontinued operations before

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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, $ 418.5 million, and $ 372.1 million for the years ended February 1, 2025, February 3, 2024, and January 28, 2023, 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.

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)

February 1, 2025 February 3, 2024

January 31, 2026 February 1, 2025

Cash and cash equivalents $ — $ 179.0

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Operating lease right-of-use assets — 2,580.6

Goodwill — 490.5

Trade name intangible asset — 750.0

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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 was estimated using the expected sale price as negotiated with the third party buyer.

The non-cash valuation allowance was recorded within “Loss from classification to held for sale” in the summarized results of operations of discontinued operations for the year ended February 1, 2025.

Capital expenditures related to discontinued operations were $ 439.4 million, $ 907.5 million, and $ 609.8 million for the years ended February 1, 2025, February 3, 2024, and January 28, 2023, respectively.

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

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.

Impairment of Long-Lived Assets

In fiscal 2024, fiscal 2023 and fiscal 2022, we recorded impairment charges related to discontinued operations of $ 80.2 million, $ 500.6 million, and $ 38.7 million, respectively, to write down certain 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.

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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.

As of February 1, 2025, we had closed approximately 695 stores identified under the portfolio optimization review.

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.

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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.

The operating lease ROU asset impairment recorded in connection with the store portfolio optimization review in fiscal 2023 did not relieve us of our monthly cash payment obligations under the leases.

We continue to pursue lease terminations or subleases where practicable.

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 around the strategic review, 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.

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.

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The valuation date for the fiscal 2023 Family Dollar trade name and reporting unit was November 25, 2023.

The annual goodwill and nonamortizing intangible asset impairment evaluations in fiscal 2022 did not result in any impairment charges.

We have recorded cumulative goodwill impairment charges totaling $ 4,599.5 million, all of which relate 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).

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 March 21, 2025, the Company entered into a new revolving credit facility (“new 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 new Credit Facility matures on March 21, 2030, subject to extensions permitted under the new Credit Agreement (“new Credit Agreement”).

This new Credit Agreement contains a number of affirmative and negative covenants, similar to the prior Revolving Credit Facility.

In connection with entry into this new 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.

The 364 -Day Revolving Credit Facility matures on March 20, 2026.

Note 17 – Quarterly Financial Information (Unaudited)

The following table sets forth certain items from the Company’s unaudited consolidated statements of operations for each quarter of fiscal year 2024 and 2023.

The unaudited information has been prepared on the same basis as the audited consolidated financial statements appearing elsewhere in this report that reflect the results of Family Dollar as discontinued operations and includes all adjustments, consisting only of normal recurring adjustments, which management considers necessary for a fair presentation of the financial data shown.

The operating results for any quarter are not necessarily indicative of results for a full year or for any future period.

(in millions, except per share data) First

Quarter Second

Quarter Third

Quarter Fourth

Net sales $ 4,165.6 $ 4,065.5 $ 4,338.0 $ 4,996.7

Gross profit $ 1,476.5 $ 1,391.3 $ 1,534.1 $ 1,879.8

Income from continuing operations, net of tax $ 267.7 $ 142.3 $ 232.3 $ 400.2

Income (loss) from discontinued operations, net of tax (1)

$ 32.4 $ ( 9.9 ) $ 1.0 $ ( 4,096.1 )

Net income (loss) $ 300.1 $ 132.4 $ 233.3 $ ( 3,695.9 )

Basic earnings (loss) per share of common stock:

Continuing operations $ 1.23 $ 0.66 $ 1.09 $ 1.86

Discontinued operations 0.15 ( 0.04 ) — ( 19.04 )

Total basic earnings (loss) per share of common stock $ 1.38 $ 0.62 $ 1.09 $ ( 17.18 )

Diluted earnings (loss) per share of common stock:

Continuing operations $ 1.23 $ 0.66 $ 1.08 $ 1.86

Discontinued operations 0.15 ( 0.04 ) — ( 19.03 )

Total diluted earnings (loss) per share of common stock $ 1.38 $ 0.62 $ 1.08 $ ( 17.17 )

Net sales $ 3,931.7 $ 3,873.4 $ 4,003.8 $ 4,961.4

Gross profit $ 1,388.7 $ 1,293.2 $ 1,393.8 $ 1,933.2

Income from continuing operations, net of tax $ 291.6 $ 186.8 $ 255.0 $ 532.4

Income (loss) from discontinued operations, net of tax (2)

$ 7.4 $ 13.6 $ ( 43.0 ) $ ( 2,242.2 )

Net income (loss) $ 299.0 $ 200.4 $ 212.0 $ ( 1,709.8 )

Basic earnings (loss) per share of common stock:

Continuing operations $ 1.32 $ 0.85 $ 1.16 $ 2.44

Discontinued operations 0.03 0.06 ( 0.19 ) ( 10.29 )

Total basic earnings (loss) per share of common stock $ 1.35 $ 0.91 $ 0.97 $ ( 7.85 )

Diluted earnings (loss) per share of common stock:

Continuing operations $ 1.32 $ 0.85 $ 1.16 $ 2.44

Discontinued operations 0.03 0.06 ( 0.19 ) ( 10.27 )

Total diluted earnings (loss) per share of common stock $ 1.35 $ 0.91 $ 0.97 $ ( 7.83 )

(1) Income (loss) from discontinued operations, net of tax in the fourth quarter of fiscal 2024 includes the following charges:

$ 1,400.0 million trade name impairment, $ 490.5 million goodwill impairment, $ 80.2 million of long-lived asset impairments and a $ 3,438.8 million loss from classification to held for sale.

See Note 15 for further detail.

(2) Income (loss) from discontinued operations, net of tax in the fourth quarter of fiscal 2023 includes the following charges:

$ 950.0 million trade name impairment, $ 1,069.0 million goodwill impairment, $ 500.6 million of long-lived asset impairments, and $ 80.6 million of inventory markdowns and $ 5.6 million of capitalized distribution costs impairment from store closures.

See Note 15 for further detail.

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.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data