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Item 1. Financial Statements

2026-05-28 compared with 2025-12-03 · 132 added, 235 removed, 300 unchanged (55% of the section changed)

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CONDENSED CONSOLIDATED INCOME STATEMENTS

13 Weeks Ended 39 Weeks Ended

(in millions, except per share data) November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

13 Weeks Ended

(in millions, except per share data) May 2, 2026 May 3, 2025

Net sales $ 4,970.5 $ 4,636.5

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Interest expense, net 16.3 22.7

Other (income) expense, net 0.1 0.1 ( 62.0 ) 0.2

Other income, net 5.4 61.7

Income from continuing operations before income taxes 462.4 423.1

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Weighted average common shares outstanding:

203.3 215.0 208.1 215.9

203.8 215.2 208.5 216.1

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

13 Weeks Ended 39 Weeks Ended

(in millions) November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

13 Weeks Ended

(in millions) May 2, 2026 May 3, 2025

Net income $ 347.3 $ 343.4

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CONDENSED CONSOLIDATED BALANCE SHEETS

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

(in millions, except par value and share data) May 2, 2026 January 31, 2026 May 3, 2025

Current assets:

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Other assets 151.0 158.2 133.0

Noncurrent assets of discontinued operations — — 7,624.0

Total assets $ 13,823.8 $ 13,466.2 $ 18,291.2

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Current liabilities:

Short-term borrowings $ 619.5 $ — $ —

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

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Other liabilities 252.5 244.3 186.2

Noncurrent liabilities of discontinued operations — — 2,333.1

Total liabilities 10,316.8 9,711.3 14,386.4

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

13 Weeks Ended November 1, 2025

13 Weeks Ended May 2, 2026

(in millions) Common

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Earnings Shareholders'

Balance at August 2, 2025

Balance at January 31, 2026

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

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— — ( 5.6 ) — — ( 5.6 )

Balance at November 1, 2025

Balance at May 2, 2026

193.2 $ 1.9 $ — $ ( 51.5 ) $ 3,556.6 $ 3,507.0

39 Weeks Ended November 1, 2025

13 Weeks Ended May 3, 2025

(in millions) Common

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— — ( 4.1 ) — — ( 4.1 )

Balance at November 1, 2025

200.6 $ 2.1 $ — $ ( 55.2 ) $ 3,517.8 $ 3,464.7

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

DOLLAR TREE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (cont.)

13 Weeks Ended November 2, 2024

(in millions) Common

Shares Common

Stock Additional

Capital Accumulated

Comprehensive

Loss Retained

Earnings Shareholders'

Balance at August 3, 2024

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

Net income — — — — 233.3 233.3

Total other comprehensive loss — — — ( 5.2 ) — ( 5.2 )

Issuance of stock under Employee Stock

Purchase Plan — — 2.0 — — 2.0

Stock-based compensation, net — — 26.5 — — 26.5

Balance at November 2, 2024

215.0 $ 2.2 $ 50.7 $ ( 54.2 ) $ 7,637.4 $ 7,636.1

39 Weeks Ended November 2, 2024

(in millions) Common

Shares Common

Stock Additional

Capital Accumulated

Comprehensive

Loss Retained

Earnings Shareholders'

Balance at February 3, 2024

217.9 $ 2.2 $ 229.9 $ ( 43.6 ) $ 7,124.6 $ 7,313.1

Net income — — — — 665.8 665.8

Total other comprehensive loss — — — ( 10.6 ) — ( 10.6 )

Issuance of stock under Employee Stock

Purchase Plan 0.1 — 7.6 — — 7.6

Exercise of stock options — — 0.1 — — 0.1

Stock-based compensation, net 0.3 — 63.7 — — 63.7

Repurchase of stock ( 3.3 ) — ( 247.0 ) — ( 153.0 ) ( 400.0 )

Excise tax on repurchases of stock

— — ( 3.6 ) — — ( 3.6 )

Balance at November 2, 2024

Balance at May 3, 2025

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

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13 Weeks Ended

(in millions) November 1, 2025 November 2, 2024

(in millions) May 2, 2026 May 3, 2025

Cash flows from operating activities:

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Capital expenditures ( 252.5 ) ( 248.8 )

Proceeds from sale of discontinued operations 672.0 —

Cash divested from sale of discontinued operations

Proceeds from insurance recoveries — 50.0

Proceeds from (payments for) fixed asset disposition

Payments for fixed asset disposition ( 0.4 ) ( 0.1 )

Net cash used in investing activities of continuing operations

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Cash flows from financing activities:

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

Proceeds from long-term debt 500.0 —

Debt-issuance costs — ( 3.8 )

Proceeds from commercial paper notes 7,587.2 3,206.1

Repayments of commercial paper notes ( 6,968.5 ) ( 3,206.1 )

Proceeds from stock issued pursuant to stock-based compensation plans 2.4 2.8

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Accrued capital expenditures $ 40.7 $ 48.8

Losses on property, plant and equipment recorded in insurance receivables $ — $ 1.6

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

(1) Supplemental disclosures are inclusive of activity for discontinued operations for the 13 weeks ended May 3, 2025.

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements.

The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025 filed with the U.S.

Securities and Exchange Commission (“SEC”) on March 16, 2026.

The results of operations for the 13 and 39 weeks ended November 1, 2025 are not necessarily indicative of the results to be expected for the entire fiscal year ending January 31, 2026.

In our opinion, the unaudited condensed consolidated financial statements included herein contain all adjustments (including those of a normal recurring nature) considered necessary for a fair presentation of our financial position as of November 1, 2025 and November 2, 2024 and the results of our operations and cash flows for the periods presented.

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

The results of operations for the 13 weeks ended May 2, 2026 are not necessarily indicative of the results to be expected for the entire fiscal year ending January 30, 2027.

In our opinion, the unaudited condensed consolidated financial statements included herein contain all adjustments (including those of a normal recurring nature) considered necessary for a fair presentation of our financial position as of May 2, 2026 and May 3, 2025 and the results of our operations and cash flows for the periods presented.

The January 31, 2026 balance sheet information was derived from the audited consolidated financial statements as of that date.

All intercompany balances and transactions have been eliminated in consolidation.

All amounts stated herein are in U.S.

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

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

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

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

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

As of November 1, 2025, the remaining receivable for estimated net proceeds to be received totaled $ 14.7 million.

Continuing operations consists of the operations of our Dollar Tree and Dollar Tree Canada brands, as well as our Summit Pointe property in Chesapeake, Virginia.

On July 5, 2025, we completed our 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.

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

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

The results of Family Dollar are presented as discontinued operations in the accompanying unaudited Condensed Consolidated Income Statements for the prior year comparable period.

The assets and liabilities of Family Dollar are reflected as assets and liabilities of discontinued operations in the accompanying unaudited Condensed Consolidated Balance Sheets for the prior year comparable period.

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

Refer to Note 10 for additional details on discontinued operations.

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

Note 2 - Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“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 expect ASU 2023-09 to impact only our disclosures with no impact to our consolidated financial condition, results of operations, or cash flows.

In November 2024, the FASB issued ASU 2024-03 “Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40):

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03 “Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses” (“ASU 2024-03”) which requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions.

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Note 3 - Contingencies

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.

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, which is reflected within “ Other (income) expense, net ” in the accompanying unaudited Condensed Consolidated Income Statements.

As previously reported, in the first quarter of fiscal 2024, a tornado destroyed our Dollar Tree distribution center in Marietta, Oklahoma.

In connection with this, in the first quarter of fiscal 2026, we received additional insurance proceeds of $ 5.2 million related to damaged inventory which was recorded as a gain.

In the first quarter of fiscal 2025, as previously reported, we received 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 2026 and fiscal 2025 are reflected within “ Other income, net ” in the accompanying unaudited Condensed Consolidated Income Statements.

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.

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Accordingly, the ultimate costs of resolving these proceedings may be substantially higher or lower than currently estimated.

Active Matters

In connection with the sale of Family Dollar, Dollar Tree agreed to defend and indemnify Family Dollar against certain specified litigated matters, including certain product liability cases arising from customers' alleged use, before the sale, of talc and acetaminophen products purchased at Family Dollar.

Talc Product Matters

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

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

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 litigation in the Southern District of New York.

The court disqualified plaintiffs’ experts and, on that basis, dismissed all the cases filed against us in the multi-district litigation.

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

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.

In addition to DOC’s assessment of duties on product imported after case initiation, 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 and after initiation of the cases.

In April 2026, the DOC issued a preliminary determination in the aluminum pan case, affirming retroactive application, with a final determination scheduled for July 2026.

Subsequent to May 2, 2026, the Company filed a brief and requested a hearing with the DOC prior to the final determination.

The preliminary and final determinations in the paper plate case are expected later 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 losses with respect to retroactive duties.

Total exposure in these cases is currently estimated to be as high as approximately $ 56 million for aluminum pans and $ 53 million for paper plates, as of May 26, 2026.

Tariff Refunds

On February 20, 2026, the U.S.

Supreme Court ruled that certain of the tariffs imposed in fiscal 2025 under the International Emergency Economic Powers Act (“IEEPA”) were unlawful.

The ruling did not address potential refunds;

however, on March 4, 2026, the U.S.

Court of International Trade ordered U.S.

Customs and Border Protection (“CBP”) to begin refunding all tariffs imposed under IEEPA.

On April 20, 2026, the CBP launched a process for submitting IEEPA refund claims.

The Company submitted refund claims in April 2026 and will record these refunds as and when the amounts are collected.

Subsequent to May 2, 2026, the Company began receiving refunds for IEEPA tariffs previously paid, totaling approximately $ 110 million through May 26, 2026, including $ 6 million of interest.

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

On March 21, 2025, the Company entered into a new revolving credit facility (“ Five-Year Credit Facility”), with JPMorgan Chase Bank, N.A., as agent, the banks and the financial institutions from time to time party thereto, providing for a $ 1.5 billion revolving credit facility, of which up to $ 350.0 million is available for letters of credit.

The Five-Year Credit Facility matures on March 21, 2030, subject to extensions permitted under the new Credit Agreement (“Credit Agreement”).

The Credit Agreement contains a number of affirmative and negative covenants, similar to the prior revolving credit facility.

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 November 1, 2025, there were no borrowings outstanding under the Five-Year Credit Facility.

Also on March 21, 2025, the Company entered into a 364 -Day Revolving Credit Facility, with JPMorgan Chase Bank, N.A., as agent, the banks and the financial institutions from time to time party thereto, providing for a $ 1.0 billion revolving credit facility.

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

As of November 1, 2025, there were no borrowings outstanding under the 364 -Day Revolving Credit Facility.

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

On May 15, 2025, we leveraged our commercial paper program, in addition to utilizing available cash, to redeem our $ 1.0 billion principal amount of 4.00 % Senior Notes due 2025 (the “ 4.00 % Senior Notes”).

As of November 1, 2025, $ 620.0 million principal amount of notes were outstanding under our commercial paper program, with a weighted-average interest rate of 4.2 %.

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

We issued and repaid $ 3.2 billion of commercial paper notes during the 39 weeks ended November 2, 2024 and incurred interest expense of $ 3.9 million related to these notes.

As of November 2, 2024, there were no commercial paper notes outstanding.

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, compared to the previous maximum permitted of $ 1.5 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 such later date to which the maturity of the 364 -Day Facility or a similar replacement financing arrangement is extended, and will return to $ 1.5 billion thereafter.

Long-Term Debt

On March 19, 2026, the Company entered into a credit agreement (the “Term Loan Credit Agreement”), with Bank of America, N.A., as agent, and the banks, financial institutions and other institutional lenders from time to time party thereto, providing for a $ 500.0 million term loan (the “Term Loan”).

The Term Loan matures on March 19, 2029.

The Term Loan bears interest at an initial interest rate equal to the Term Secured Overnight Financing Rate (“SOFR”), as defined in the Term Loan Credit Agreement, plus 1.00 %, subject to adjustment based on (i) our credit ratings and (ii) our leverage ratio.

The Term Loan Credit Agreement allows voluntary repayment of the Term Loan at any time without premium or penalty, other than customary breakage costs with respect to SOFR loans.

There is no required amortization under the Term Loan.

The Term Loan 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 Term Loan also contains financial covenants, including a maximum leverage ratio covenant and a minimum fixed charge coverage ratio covenant.

The Term Loan Credit Agreement provides for certain events of default which, if any of them occur, would permit or require the Term Loan to be declared due and payable and the commitments thereunder to be terminated.

As of May 2, 2026, we were in compliance with all applicable covenants.

Termination of the Existing Credit Agreement

Upon entering into the Term Loan Credit Agreement discussed above, and the expiry of the Company’s existing $ 1.0 billion 364 -Day revolving credit agreement, dated as of March 21, 2025, as amended, restated, supplemented or otherwise modified from time to time (the “ 364 -Day Revolving Credit Facility”) on March 20, 2026, all commitments under the 364 -Day Revolving Credit Facility have been terminated and all obligations have been fulfilled.

Short-Term Borrowings

In connection with the maturity of the 364 -Day Revolving Credit Facility on March 20, 2026, the Company decreased the size of its commercial paper program, with the issuance of commercial paper notes limited to a maximum aggregate amount outstanding at any time of $ 1.5 billion, compared to the previous maximum permitted of $ 2.5 billion.

The Company’s $ 1.5 billion revolving credit facility (the “ Five-Year Credit Facility”) serves as a liquidity backstop for the repayment of notes outstanding under the commercial paper program.

There were no short-term borrowings outstanding at May 2, 2026, January 31, 2026 and May 3, 2025.

Note 5 - Fair Value Measurements

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

We did not record any material impairment charges during the 13 or 39 weeks ended November 1, 2025 or November 2, 2024.

We did not record any material impairment charges during the 13 weeks ended May 2, 2026 or May 3, 2025.

Fair Value of Financial Instruments

The carrying amounts of “Cash and cash equivalents,” “Restricted cash” and “Accounts payable” as reported in the accompanying unaudited Condensed Consolidated Balance Sheets approximate fair value due to their short-term maturities.

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 November 1, 2025, we had no borrowings outstanding under our credit facilities and had $ 620.0 million principal amount of notes outstanding under our commercial paper program.

The carrying values of our Five-Year Credit Facility and borrowings under our commercial paper program approximate their fair values.

At May 2, 2026, we had no borrowings outstanding under our Five-Year Credit Facility or our commercial paper program.

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

November 1, 2025 February 1, 2025 November 2, 2024

May 2, 2026 January 31, 2026 May 3, 2025

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

Senior Notes $ 2,218.4 $ 2,436.9 $ 2,241.0 $ 2,436.3 $ 3,147.6 $ 3,434.5

Term Loan $ 498.4 $ 500.0 $ — $ — $ — $ —

The fair values of our Senior Notes were determined using Level 1 inputs as quoted prices in active markets for identical assets or liabilities are available.

The fair value of our Term Loan was determined using market-based inputs for comparable corporate loans within the same industry, credit quality and currency, resulting in a Level 2 classification.

Note 6 - Earnings Per Share

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

13 Weeks Ended 39 Weeks Ended

(in millions, except per share data) November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

13 Weeks Ended

(in millions, except per share data) May 2, 2026 May 3, 2025

Income from continuing operations $ 347.3 $ 313.5

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Total diluted earnings per share of common stock $ 1.76 $ 1.61

Share-based awards of 2.0 million shares and 2.2 million shares were excluded from the calculation of diluted net income per share for the 13 and 39 weeks ended November 1, 2025, respectively, because their inclusion would be anti-dilutive.

Share-based awards of 3.4 million shares and 3.1 million shares were excluded from the calculation of diluted net income per share for the 13 and 39 weeks ended November 2, 2024, respectively, because their inclusion would be anti-dilutive.

Share-based awards of 2.3 million shares and 2.6 million shares were excluded from the calculation of diluted net income per share for the 13 weeks ended May 2, 2026 and May 3, 2025, respectively, because their inclusion would be anti-dilutive.

Note 7 - Shareholders’ Equity

We repurchased 4,050,414 and 15,007,491 shares of common stock on the open market at a cost of $ 399.0 million and $ 1.3 billion, including applicable excise tax, during the 13 and 39 weeks ended November 1, 2025, respectively.

We repurchased 3,283,837 shares of common stock on the open market at a cost of $ 403.6 million, including applicable excise tax, during the 39 weeks ended November 2, 2024.

We did not repurchase any shares of common stock during the 13 weeks ended November 2, 2024.

Of the shares repurchased during the 39 weeks ended November 1, 2025, $ 12.8 million settled subsequent to November 1, 2025 and these amounts were accrued in the accompanying unaudited Condensed Consolidated Balance Sheets.

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.

At November 1, 2025, we had $ 2.0 billion remaining under the $ 2.5 billion Board repurchase authorization.

Subsequent to November 1, 2025, we purchased an additional 1,711,878 shares of common stock on the open market at a cost of $ 176.0 million, as of December 1, 2025.

We repurchased 5,552,410 shares of common stock on the open market at a cost of $ 600.4 million, including applicable excise tax, during the 13 weeks ended May 2, 2026.

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

Of the shares repurchased during the 13 weeks ended May 2, 2026 and May 3, 2025, $ 18.0 million and $ 5.0 million, respectively, settled subsequent to May 2, 2026 and May 3, 2025, respectively, and these amounts were accrued in the accompanying unaudited Condensed Consolidated Balance Sheets.

At May 2, 2026, we had $ 1.3 billion remaining under our existing $ 2.5 billion Board repurchase authorization.

Subsequent to May 2, 2026, we purchased an additional 1,031,569 shares of common stock on the open market at a cost of $ 98.0 million, as of May 26, 2026.

Note 8 - Segments and Disaggregated Revenue

As previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025, 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.

The Dollar Tree segment is a leading operator of discount variety stores offering merchandise predominantly at the opening price point of $ 1.25 , with additional offerings at higher price points.

Dollar Tree stores serve customers with a broad range of income levels principally in suburban locations.

The Dollar Tree segment includes our operations under the Dollar Tree and Dollar Tree Canada brands, 16 distribution centers in the United States and two distribution centers in Canada.

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.

Dollar Tree is a leading operator of discount variety stores offering merchandise predominantly at the opening price point of $ 1.25 , with additional offerings at higher price points.

The Company operates approximately 9,100 stores across 48 states and the District of Columbia and approximately 285 stores across seven Canadian provinces.

We also operate 16 distribution centers in the United States and two distribution centers in Canada, as of May 2, 2026.

Our revenue and assets in Canada are not material.

The Company has revised its composition of reportable segments in the first quarter of fiscal 2026 to disclose only one reportable segment.

In fiscal 2025, the Company previously reported the Dollar Tree segment, which included the operations of all our stores and distribution centers under the Dollar Tree and Dollar Tree Canada brands, and corporate, support and other, which consisted of store support center costs and the results of operations for our Summit Pointe property in Chesapeake, Virginia.

Corporate, support and other also included costs that were previously incurred in support of the Family Dollar segment but that were not directly attributable to it and thus were not recorded in discontinued operations.

As a result of this change, we have recast prior year amounts to conform to the presentation of one reportable segment.

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.

The CODM reviews these metrics to allocate resources to the segment, primarily in the annual budget and quarterly forecasting process.

The CODM considers variances between actual results and internal budgets/forecasts on a monthly basis for both profit measures when making decisions about allocating capital and resources to the segment.

The CODM also uses segment gross profit to evaluate our ability to control product and supply chain costs relative to changes in sales between comparable periods.

The CODM uses operating income to assess the overall performance for the segment.

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

The accounting policies of the Dollar Tree segment are the same as those described in Note 2 of our Consolidated Financial Statements, included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

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 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

13 Weeks Ended November 1, 2025

Net sales $ 4,746.3 $ — $ 4,746.3

Cost of sales 3,045.8 — 3,045.8

Gross Profit 1,700.5 — 1,700.5

Other revenue — 4.7 4.7

Selling, general and administrative expenses 1,245.5 140.2 1,385.7

Transition services agreement income, net — 23.8 23.8

Operating income (loss) 455.0 ( 111.7 ) 343.3

Interest expense, net 21.9

Other income, net 0.1

Income from continuing operations before income taxes $ 321.3

Depreciation and amortization expense $ 154.9 $ 9.6 $ 164.5

13 Weeks Ended November 2, 2024

Net sales $ 4,338.0 $ — $ 4,338.0

Cost of sales 2,803.9 — 2,803.9

Gross Profit 1,534.1 — 1,534.1

Other revenue 0.1 3.1 3.2

Selling, general and administrative expenses 1,069.0 137.6 1,206.6

Operating income (loss) 465.2 ( 134.5 ) 330.7

Interest expense, net 28.3

Other expense, net 0.1

Income from continuing operations before income taxes $ 302.3

Depreciation and amortization expense $ 125.0 $ 10.5 $ 135.5

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

39 Weeks Ended November 1, 2025

The CODM evaluates the financial performance of the Company using consolidated net income, operating income and gross profit.

The CODM considers variances between actual results and internal budgets/forecasts when making decisions about allocating capital and resources.

The CODM uses gross profit to evaluate our ability to control product and supply chain costs relative to changes in sales between comparable periods.

The CODM uses operating income to evaluate the overall operating performance of the business.

The measure of segment assets is reported on the Company’s Condensed Consolidated Balance Sheets as total consolidated assets.

Profit and loss information for our one reportable segment, is as follows:

13 Weeks Ended

(in millions) May 2, 2026 May 3, 2025

Net sales $ 4,970.5 $ 4,636.5

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Transition services agreement income, net 21.1 —

Operating income (loss) 1,344.7 ( 386.3 ) 958.4

Operating income 473.3 384.1

Interest expense, net 16.3 22.7

Other income, net 5.4 61.7

Income from continuing operations before income taxes $ 953.0

Depreciation and amortization expense $ 448.2 $ 29.4 $ 477.6

39 Weeks Ended November 2, 2024

Net sales $ 12,569.1 $ — $ 12,569.1

Cost of sales 8,167.2 — 8,167.2

Gross Profit 4,401.9 — 4,401.9

Other revenue 0.1 9.5 9.6

Selling, general and administrative expenses 3,072.5 410.6 3,483.1

Operating income (loss) 1,329.5 ( 401.1 ) 928.4

Interest expense, net 84.9

Other expense, net 0.2

Income from continuing operations before income taxes $ 843.3

Provision for income taxes 115.1 109.6

Income from continuing operations $ 347.3 $ 313.5

Additional Information:

Depreciation and amortization expense $ 177.0 $ 151.1

Capital expenditures made by the Dollar Tree segment were $ 383.8 million and $ 338.3 million, for the 13 weeks ended November 1, 2025 and November 2, 2024, respectively, and $ 861.3 million and $ 968.0 million, for the 39 weeks ended November 1, 2025 and November 2, 2024, respectively.

Capital expenditures $ 252.5 $ 248.8

Corporate selling, general and administrative expenses were $ 141.8 million and $ 141.8 million, for the 13 weeks ended May 2, 2026 and May 3, 2025, respectively.

Disaggregated Revenue

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

13 Weeks Ended 39 Weeks Ended

(in millions) November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

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

13 Weeks Ended

(in millions) May 2, 2026 May 3, 2025

Consumable $ 2,494.7 50.2 % $ 2,336.6 50.4 %

1 unchanged sentence

Seasonal 168.3 3.4 % 180.5 3.9 %

Total Dollar Tree segment net sales $ 4,746.3 100.0 % $ 4,338.0 100.0 % $ 13,949.6 100.0 % $ 12,569.1 100.0 %

Total net sales $ 4,970.5 100.0 % $ 4,636.5 100.0 %

Note 9 - Supply Chain Finance Program

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

Our outstanding payment obligations under this program were $ 342.9 million, $ 346.5 million and $ 427.4 million as of November 1, 2025, February 1, 2025, and November 2, 2024, respectively.

Our outstanding payment obligations under this program were $ 298.4 million, $ 305.1 million and $ 352.0 million as of May 2, 2026, January 31, 2026, and May 3, 2025, respectively.

Note 10 – 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.

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

Net proceeds from the sale consisted of $ 665 million paid at closing and $ 22 million to be received post-closing, subject to final adjustment under the terms of the purchase agreement.

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

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

As of November 1, 2025, the remaining receivable for estimated net proceeds to be received totaled $ 14.7 million.

On July 5, 2025, we completed our sale of the Family Dollar business to 1959 Holdings, LLC.

For the 13 and 39 weeks ended November 1, 2025, we recorded $ 23.8 million and $ 31.8 million, respectively, of net income from transition services between the two companies.

For the 13 weeks ended May 2, 2026, we recorded $ 21.1 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 $ 83.0 million for the first year following the date of sale, which represents the full lease obligations on these stores.

1 unchanged sentence

The fair value of the lease guarantee is immaterial.

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

The results of Family Dollar are presented as discontinued operations in the accompanying unaudited Condensed Consolidated Income Statements for the prior year comparable period.

Financial Information of Discontinued Operations

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

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

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

13 Weeks Ended 39 Weeks Ended

(in millions) November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

13 Weeks Ended

(in millions) May 3, 2025

Net sales $ 3,309.6

9 unchanged sentences

Income from discontinued operations, net of tax $ 29.9

Depreciation expense related to discontinued operations was $ 116.4 million and $ 348.2 million for the 13 and 39 weeks ended November 2, 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 unaudited Condensed Consolidated Balance Sheets:

(in millions)

November 1, 2025 February 1, 2025 November 2, 2024

Cash and cash equivalents $ 227.1

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Operating lease right-of-use assets 2,559.1

Goodwill — — 490.5

Trade name intangible asset 750.0

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Assets and liabilities classified as held for sale are required to be recorded at the lower of carrying value or fair value less costs to sell.

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.

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

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

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

The assets and liabilities included 57 combo stores that will be 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.

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

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

The valuation allowance was recorded within “Loss on held for sale and disposal of discontinued operations” in the summarized results of operations of discontinued operations for the 39 weeks ended November 1, 2025.

Capital expenditures related to discontinued operations were $ 77.8 million and $ 393.0 million for the 39 weeks ended November 1, 2025 and November 2, 2024, respectively.

Note 11 - Condensed Consolidated Financial Statement Details

The Condensed 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 Condensed Consolidated Balance Sheets and the total cash, cash equivalents and restricted cash presented in the Condensed Consolidated Statements of Cash Flows:

(in millions) November 1, 2025 November 2, 2024

Cash and cash equivalents on the Condensed Consolidated Balance Sheets $ 594.8 $ 478.3

Restricted cash on the Condensed Consolidated Balance Sheets, noncurrent 42.5 75.1

Cash, cash equivalents and restricted cash of discontinued operations

included in current assets of discontinued operations on the Condensed

Consolidated Balance Sheets — 219.3

Total cash, cash equivalents and restricted cash on the Condensed

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

Note 11 - Unaudited Condensed Consolidated Financial Statement Details

The Unaudited Condensed Consolidated Statements of Cash Flows for the 13 weeks ended May 3, 2025 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 Unaudited Condensed Consolidated Balance Sheets and the total cash, cash equivalents and restricted cash presented in the Unaudited Condensed Consolidated Statements of Cash Flows for the prior year period:

(in millions) May 3, 2025

Cash and cash equivalents on the Unaudited Condensed Consolidated Balance Sheets $ 1,007.4

Restricted cash on the Unaudited Condensed Consolidated Balance Sheets, noncurrent 76.7

Cash, cash equivalents and restricted cash of discontinued operations included in current

assets of discontinued operations on the Unaudited Condensed Consolidated Balance

Total cash, cash equivalents and restricted cash on the Unaudited Condensed

Consolidated Statements of Cash Flows $ 1,311.2

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

What changed 10-Q

Item 1. Financial Statements