DOLLAR TREE, INC. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures. 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 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 Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). 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 January 31, 2026, our internal control over financial reporting is effective. 69 Table of Contents 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. Their report appears below. Changes in Internal Controls 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. 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. 70 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Dollar Tree, Inc.: Opinion on Internal Control Over Financial Reporting We have audited Dollar Tree, Inc. 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Virginia Beach, Virginia March 16, 2026 71 Table of Contents Item 9B. Other Information Rule 10b5-1 Plan and Non-Rule 10b5-1 Trading Arrangement Adoptions, Terminations, and Modifications 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). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance The information concerning our directors and executive officers required by this Item is incorporated by reference to Dollar Tree, Inc.’s Proxy Statement relating to our 2026 Annual Meeting (“Proxy Statement”), under the captions “Biographies of Director Nominees” and “Information about our Executive Officers.” To the extent disclosure of any delinquent report under Section 16(a) of the Securities Exchange Act of 1934 is made by us, such disclosure will be set forth under the caption “Delinquent Section 16(a) Reports” in our Proxy Statement, which is incorporated herein by reference. The information concerning our audit committee and audit committee financial experts required by this Item is incorporated herein by reference to the Proxy Statement, under the caption “Corporate Governance and Our Board.” The information concerning our code of ethics required by this Item is incorporated by reference to the Proxy Statement, under the caption “Corporate Governance and Our Board - Code of Business Conduct.” The Company maintains an Insider Trading Policy that governs the purchase, sale and/or other transactions in our securities by our directors, officers and all other employees and the Company itself. A copy of our Insider Trading Policy is included as Exhibit 19.1 to this Annual Report on Form 10-K. Item 11. Executive Compensation Information set forth in the Proxy Statement under the captions “Compensation Committee Report on Executive Compensation,” “Compensation Discussion and Analysis,” “Annual Compensation of Executive Officers,” “Pay Ratio Disclosure,” and “Director Compensation” is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Equity Compensation Plans 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; and the number of shares remaining available for future award grants under these plans. Additional information regarding our equity compensation plans can be found in Note 10 to our consolidated financial statements. Equity compensation plan category (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (b) Weighted-average exercise price of outstanding options, warrants and rights (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Plans approved by security holders 1 1,687,909 $ 128.82 5,504,380 Plans not approved by security holders 2 1,634,544 $ 157.17 — ______________ (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. 72 Table of Contents (c) The 5,504,380 shares remaining available for future issuance under our equity-based plans approved by security holders includes 2,536,151 shares remaining under our 2021 Omnibus Incentive Plan and 2,968,229 shares remaining under our 2025 Employee Stock Purchase Plan. 1 Equity-based plans approved by our shareholders include: 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. All amounts deferred by directors under the plan on or before June 30, 2023 continue to be administered in accordance with the terms of the plan and applicable deferral elections. Effective July 1, 2023, our directors are permitted to defer all or a portion of fees earned for their service as a director under our Non-Employee Director Deferred Compensation Program, which operates in conjunction with, and under the authority of, the 2021 Omnibus Incentive Plan. 2 In March 2022, a one-time award of options to purchase 2,252,587 shares of company common stock was granted to Richard W. Dreiling, who was the Executive Chairman of the Board at the time of the grant. The grant was an employment inducement grant within the meaning of Rule 5635(c)(4) of the NASDAQ Listing Rules. Mr. Dreiling was subsequently appointed Chief Executive Officer of the company in January 2023. In November 2024, Mr. Dreiling resigned from the Company at which point certain remaining unvested portions of the award were forfeited. At 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. Item 13. Certain Relationships and Related Transactions, and Director Independence Information set forth in the Proxy Statement under the caption “Certain Relationships and Related Transactions,” is incorporated herein by reference. The information concerning the independence of our directors required by this Item is incorporated by reference to the Proxy Statement under the caption “Board Governance - Independence.” Item 14. Principal Accountant Fees and Services Information set forth in the Proxy Statement under the caption “Ratification of Appointment of Independent Auditors,” is incorporated herein by reference. PART IV Item 15. Exhibit and Financial Statement Schedules 1. Documents filed as part of this report : 1. Financial Statements. Reference is made to the Index to the Consolidated Financial Statements set forth under Part II, Item 8 of this Form 10-K. 2. Financial Statement Schedules. All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions, are not applicable, or the information is included in the consolidated financial statements and notes thereto, and therefore have been omitted. 3. Exhibits. The following exhibits are filed as part of, or incorporated by reference into, this report. Incorporated by Reference 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 June 19, 2025 8-K 3.1 6/20/2025 4.1 Form of Common Stock Certificate 8-K 4.1 3/13/2008 4.2.1 Indenture, dated as of April 2, 2018, between Dollar Tree, Inc., as issuer, and U.S. Bank National Association, as trustee S-3 ASR 4.1 4/2/2018 73 Table of Contents 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. and U.S. Bank National Association, as trustee 8-K 4.1 4/20/2018 4.2.3 Second Supplemental Indenture, dated as of December 1, 2021, between Dollar Tree, Inc. and U.S. Bank National Association, as trustee 8-K 4.1 12/1/2021 4.3 Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 10-K 4.3 3/10/2023 10.1 * Terms of director compensation (as described under the caption “Director Compensation”) DEF 14A N/A 5/7/2024 10.2 * Description of Dollar Tree, Inc. Management Incentive Compensation Plan, effective for the fiscal year ending January 29, 2022 and thereafter 10-Q 10.1 5/27/2021 10.3.1 * 2011 Omnibus Incentive Plan effective as of March 17, 2011 8-K 10.1 6/22/2011 10.3.2 * First Amendment to the 2011 Omnibus Incentive Plan dated June 16, 2016 10-Q 10.1 9/2/2016 10.3.3 * 2011 Omnibus Incentive Plan, as amended and restated effective June 12, 2019 10-Q 10.1 8/29/2019 10.4 * Form of Non-employee Director Option Agreement under the 2011 Omnibus Incentive Plan 8-K 10.4 6/22/2011 10.5.1 * Form of Restricted Stock Unit Agreement under the 2011 Omnibus Incentive Plan 8-K 10.2 3/21/2012 10.5.2 * Form of Restricted Stock Unit Agreement under the 2011 Omnibus Incentive Plan 10-K 10.34 3/27/2019 10.6 * Form of Executive Officer Nonstatutory Stock Option Agreement under the 2011 Omnibus Incentive Plan 10-K 10.54 3/28/2017 10.7 * Form of Long-Term Performance Plan Award Agreement under the 2011 Omnibus Incentive Plan 10-Q 10.1 5/28/2020 10.8 * Form of Performance Stock Unit Agreement under the 2011 Omnibus Incentive Plan 10-K 10.33 3/27/2019 10.9 * Dollar Tree, Inc. 2015 Employee Stock Purchase Plan, effective September 1, 2015 S-8 4.0 10/28/2015 10.10 * Dollar Tree and Family Dollar Supplemental Deferred Compensation Plan 10-Q 10.1 8/24/2017 10.11.1 * 2013 Director Deferred Compensation Plan, as amended and restated effective December 31, 2016 10-K 10.35 3/16/2018 10.11.2 * 2013 Director Deferred Compensation Plan, as amended and restated effective June 10, 2021 8-K 10.6 6/11/2021 10.11.3 * Amendment to the Dollar Tree, Inc. 2013 Director Deferred Compensation Plan, effective March 8, 2023 10-K 10.12.3 3/10/2023 10.12 * Form of Change in Control Retention Agreement for Executive Officers (portions of the exhibit have been omitted pursuant to a request for confidential treatment) 10-Q 10.1 11/29/2018 10.13.1 * Dollar Tree, Inc. 2021 Omnibus Incentive Plan 8-K 10.1 6/11/2021 10.13.2 * First Amendment to the Dollar Tree, Inc. 2021 Omnibus Incentive Plan, effective November 29, 2022 10-K 10.15.2 3/10/2023 10.14 * Form of Performance-Based Restricted Stock Unit Agreement under the 2021 Omnibus Incentive Plan 8-K 10.2 6/11/2021 10.15 * Form of Long-Term Performance Plan Award Agreement under the 2021 Omnibus Incentive Plan 8-K 10.3 6/11/2021 10.16 * Form of Restricted Stock Unit Agreement (Standard) under the 2021 Omnibus Incentive Plan 8-K 10.4 6/11/2021 10.17 * Form of Non-Employee Director Nonstatutory Stock Option Agreement under the 2021 Omnibus Incentive Plan 8-K 10.5 6/11/2021 10.18 * Form of Indemnification Agreement for Directors and Executive Officers 8-K 10.1 3/7/2022 74 Table of Contents Incorporated by Reference Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith 10.19 Stewardship Framework Agreement, by and between Dollar Tree, Inc. and MR Cobalt Advisor LLC, on behalf of itself and its affiliates and associates, dated March 8, 2022 8-K 10.1 3/8/2022 10.20.1 * Executive Agreement, effective March 19, 2022, by Richard W. Dreiling and Dollar Tree, Inc. (portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K) 8-K 10.1 3/21/2022 10.20.2 * Amendment to Executive Agreement, dated January 25, 2023, by the company and Richard W. Dreiling 8-K/A 10.1 1/27/2023 10.21 * Nonstatutory Stock Option Agreement, effective March 19, 2022, by Richard W. Dreiling and Dollar Tree, Inc. 8-K 10.2 3/21/2022 10.22 * Form of Performance-Based Restricted Stock Unit Agreement under the 2021 Omnibus Incentive Plan (portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K) 10-Q 10.1 5/25/2023 10.23 * Form of Restricted Stock Unit Agreement (Standard) under the 2021 Omnibus Incentive Plan (portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K) 10-Q 10.2 5/25/2023 10.24 * Form of Nonstatutory Stock Option Agreement under the 2021 Omnibus Incentive Plan (portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K) 10-Q 10.3 5/25/2023 10.25 * Non-Employee Director Deferred Compensation Program, effective July 1, 2023 10-Q 10.1 8/24/2023 10.26 Form of Commercial Paper Dealer Agreement between Dollar Tree, Inc., as issuer, and the applicable Dealer party thereto 8-K 10.1 7/7/2023 10.27 Plea Agreement, dated February 26, 2024. *Schedules and other similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. We hereby agree to furnish a copy of any omitted schedules or other similar attachments to the U.S. Securities and Exchange Commission upon request. 8-K 10.1 2/26/2024 10.28 * Letter Agreement, dated May 9, 2024, by and between Dollar Tree, Inc. and Richard McNeely 8-K 10.1 5/10/2024 10.29 * Form of Executive Agreement (portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K). 8-K 10.1 11/15/2024 10.30 * Executive Agreement with Michael C. Creedon, Jr. (portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K). 8-K 10.1 1/21/2025 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 X 23.1 Consent of Independent Registered Public Accounting Firm X 24.1 Power of Attorney (included on the signature page hereto) X 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97.1 Dollar Tree, Inc. Clawback Policy 10-K 97.1 3/20/2024 75 Table of Contents Incorporated by Reference Exhibit Exhibit Description Form Exhibit Filing Date Filed Herewith 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 X 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 X *Management contract or compensatory plan or arrangement Item 16. Form 10-K Summary None. 76 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DOLLAR TREE, INC. (Registrant) March 16, 2026 By: /s/ Michael C. Creedon Jr. Date Michael C. Creedon Jr. Chief Executive Officer (Principal Executive Officer) March 16, 2026 By: /s/ Stewart Glendinning Date Stewart Glendinning Chief Financial Officer (Principal Financial Officer) March 16, 2026 By: /s/ Aditya Maheshwari Date Aditya Maheshwari Senior Vice President - Chief Accounting Officer (Principal Accounting Officer) 77 Table of Contents 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 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. Creedon Jr. Chief Executive Officer and Director March 16, 2026 Michael C. Creedon Jr. (Principal Executive Officer) Date /s/ Edward J. Kelly, III Chairman of the Board March 16, 2026 Edward J. Kelly, III Date /s/ Paul C. Hilal Vice Chairman March 16, 2026 Paul C. Hilal Date /s/ William W. Douglas, III Director March 16, 2026 William W. Douglas, III Date /s/ Cheryl W. Grisé Director March 16, 2026 Cheryl W. Grisé Date /s/ Daniel J. Heinrich Director March 16, 2026 Daniel J. Heinrich Date /s/ Timothy A. Johnson Director March 16, 2026 Timothy A. Johnson Date /s/ Jeffrey G. Naylor Director March 16, 2026 Jeffrey G. Naylor Date /s/ Diane E. Randolph Director March 16, 2026 Diane E. Randolph Date /s/ Bertram L. Scott Director March 16, 2026 Bertram L. Scott Date /s/ Stephanie P. Stahl Director March 16, 2026 Stephanie P. Stahl Date 78