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Item 9A. Controls and Procedures

2026-03-16 compared with 2025-03-26 · 38 added, 37 removed, 248 unchanged (23% of the section changed)

4 unchanged sentences

Our management has carried out, with the participation of our Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this report.

Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of February 1, 2025, our disclosure controls and procedures were designed and functioning effectively to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.

Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of January 31, 2026, our disclosure controls and procedures were designed and functioning effectively to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.

Management’s Report on Internal Control over Financial Reporting

1 unchanged sentence

Our management conducted an assessment of our internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013) .

Based on this assessment, our management has concluded that, as of February 1, 2025, our internal control over financial reporting is effective.

Based on this assessment, our management has concluded that, as of January 31, 2026, our internal control over financial reporting is effective.

Our independent registered public accounting firm, KPMG LLP, has audited our consolidated financial statements and has issued an attestation report on the effectiveness of our internal control over financial reporting.

1 unchanged sentence

Changes in Internal Controls

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

In fiscal 2024, we began a phased implementation of a new warehouse management system which we expect to complete over the next several years.

As of January 31, 2026, we have converted four distribution centers to the new system.

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

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

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

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

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

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

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

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

There were no other changes in our internal control over financial reporting during the fiscal quarter ended January 31, 2026 that materially affected, or are reasonably likely to materially effect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

3 unchanged sentences

We have audited Dollar Tree, Inc.

and subsidiaries' (the Company) 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.

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

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of February 1, 2025 and February 3, 2024, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended February 1, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated March 26, 2025 expressed an unqualified opinion on those consolidated financial statements.

and subsidiaries' (the Company) internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2026 and February 1, 2025, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended January 31, 2026, and the related notes (collectively, the consolidated financial statements), and our report dated March 16, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

19 unchanged sentences

Rule 10b5-1 Plan and Non-Rule 10b5-1 Trading Arrangement Adoptions, Terminations, and Modifications

During the fiscal quarter ended February 1, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408(a) of Regulation S-K).

During the fiscal quarter ended January 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408(a) of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

6 unchanged sentences

The Company maintains an Insider Trading Policy that governs the purchase, sale and/or other transactions in our securities by our directors, officers and all other employees and the Company itself.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

A copy of our Insider Trading Policy is included as Exhibit 19.1 to this Annual Report on Form 10-K.

Executive Compensation

2 unchanged sentences

Equity Compensation Plans

The following table summarizes information regarding shares issuable as of February 1, 2025, under our equity compensation plans, including the number of shares of common stock subject to options, restricted stock units, deferred shares and other rights granted to employees and members of our Board of Directors;

The following table summarizes information regarding shares issuable as of January 31, 2026, under our equity compensation plans, including the number of shares of common stock subject to options, restricted stock units, deferred shares and other rights granted to employees and members of our Board of Directors;

the weighted-average exercise price of outstanding options;

10 unchanged sentences

______________

(a) Amounts represent outstanding options, restricted stock units and deferred (“phantom”) shares as of February 1, 2025.

(a) Amounts represent outstanding options, restricted stock units and deferred (“phantom”) shares as of January 31, 2026.

(b) Not included in the calculation of weighted-average exercise price are (i) 1,491,749 restricted stock units and (ii) 58,150 director deferred shares.

1 unchanged sentence

1 Equity-based plans approved by our shareholders include:

the 2015 Employee Stock Purchase Plan (which replaced a predecessor plan) and the 2021 Omnibus Incentive Plan (which replaced the 2011 Omnibus Incentive Plan).

As of March 17, 2021, the 2011 Omnibus Incentive 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.

the 2025 Employee Stock Purchase Plan and the 2021 Omnibus Incentive Plan, both of which replaced predecessor plans.

Effective June 30, 2023, the 2013 Director Deferred Compensation Plan expired.

7 unchanged sentences

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

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

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

At January 31, 2026, 1,634,544 of these options remained outstanding.

Information set forth in the Proxy Statement under the caption “Ownership of Common Stock,” with respect to security ownership of certain beneficial owners and management, is incorporated herein by reference.

13 unchanged sentences

Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith

2.1 Membership Interest Purchase Agreement, dated March 25, 2025, by and between Dollar Tree, Inc.

and 1959 Holdings, LLC (Schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.)

8-K 2.1 3/28/2025

3.1 Amended and Restated Articles of Incorporation of Dollar Tree, Inc., effective October 14, 2022

10-Q 3.1 11/22/2022

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

3.2 Amended and Restated By-Laws of Dollar Tree, Inc., effective June 19, 2025

8-K 3.1 6/20/2025

1 unchanged sentence

8-K 4.1 3/13/2008

Incorporated by Reference

Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith

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

1 unchanged sentence

S-3 ASR 4.1 4/2/2018

Incorporated by Reference

Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith

4.2.2 First Supplemental Indenture, dated as of April 19, 2018, between Dollar Tree, Inc.

55 unchanged sentences

8-K 10.5 6/11/2021

Incorporated by Reference

Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith

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

8-K 10.1 12/9/2021

10.18 * Form of Indemnification Agreement for Directors and Executive Officers

8-K 10.1 3/7/2022

Incorporated by Reference

Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith

10.19 Stewardship Framework Agreement, by and between Dollar Tree, Inc.

33 unchanged sentences

8-K 10.1 1/21/2025

10.31 Credit Agreement, dated as of March 21, 2025, among Dollar Tree, Inc., JPMorgan Chase Bank, N.A., as agent and the lenders and other parties thereto

10-Q 10.1 6/4/2025

10.32 364-Day Revolving Credit Agreement, dated as of March 21, 2025, among Dollar Tree, Inc., JPMorgan Chase Bank, N.A., as agent and the lenders and other parties thereto

10-Q 10.2 6/4/2025

10.33 * Dollar Tree, Inc.

2025 Employee Stock Purchase Plan, effective September 1, 2025

S-8 4.3 7/31/2025

19.1 Dollar Tree, Inc.

Insider Trading Policy

10-K 19.1 3/26/2025

21.1 Subsidiaries of the Registrant

10 unchanged sentences

Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith

101 The following financial statements from our Form 10-K for the fiscal year ended February 1, 2025, formatted in Inline XBRL:

101 The following financial statements from our Form 10-K for the fiscal year ended January 31, 2026, formatted in Inline XBRL:

(i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements

104 The cover page from our Form 10-K for the fiscal year ended February 1, 2025, formatted in Inline XBRL and contained in Exhibit 101

104 The cover page from our Form 10-K for the fiscal year ended January 31, 2026, formatted in Inline XBRL and contained in Exhibit 101

*Management contract or compensatory plan or arrangement

8 unchanged sentences

March 16, 2026 By:

/s/ Jeffrey A.

Date Jeffrey A.

/s/ Stewart Glendinning

Date Stewart Glendinning

Chief Financial Officer

6 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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

Leiken, and both of them severally, as his or her attorney-in-fact to sign in his or her name and behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission any and all amendments to this report, making such changes in this report as appropriate, and generally to do all such things on their behalf in their capacities as directors and/or officers to enable the registrant to comply with the provisions of the Securities Exchange Act of 1934, and all requirements of the Securities and Exchange Commission.

Each of the directors of the registrant whose signature appears below hereby appoints Aditya Maheshwari and John S.

Mitchell, Jr., and both of them severally, as his or her attorney-in-fact to sign in his or her name and behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission any and all amendments to this report, making such changes in this report as appropriate, and generally to do all such things on their behalf in their capacities as directors and/or officers to enable the registrant to comply with the provisions of the Securities Exchange Act of 1934, and all requirements of the Securities and Exchange Commission.

/s/ Michael C.

2 unchanged sentences

/s/ Edward J.

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

Kelly, III Chairman of the Board

March 16, 2026

Kelly, III Date

10 unchanged sentences

Johnson Director March 16, 2026

Laschinger Director March 26, 2025

Laschinger Date

/s/ Jeffrey G.

7 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures