dltr-20251101

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 1, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 0-25464

DOLLAR TREE, INC.

(Exact name of registrant as specified in its charter)


Virginia						26-2018846
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


500 Volvo Parkway
Chesapeake,	Virginia	23320
(Address of principal executive offices)		(Zip Code)

(757) 321-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	DLTR	NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes			☒			No			☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


Yes			☒			No			☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes			☐			No			☒

As of December 1, 2025, there were 198,853,187 shares of the registrant’s common stock outstanding.

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		Page
	PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):
	Condensed Consolidated Income Statements	4
	Condensed Consolidated Statements of Comprehensive Income	5
	Condensed Consolidated Balance Sheets	6
	Condensed Consolidated Statements of Shareholders’ Equity	7
	Condensed Consolidated Statements of Cash Flows	9
	Notes to Unaudited Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29

	PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	30
Signatures		32

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

DOLLAR TREE, INC.

CONDENSED CONSOLIDATED INCOME STATEMENTS

(Unaudited)


	13 Weeks Ended				39 Weeks Ended
(in millions, except per share data)	November 1, 2025		November 2, 2024		November 1, 2025		November 2, 2024
Net sales	$	4,746.3	$	4,338.0	$	13,949.6	$	12,569.1
Other revenue	4.7		3.2		11.5		9.6
Total revenue	4,751.0		4,341.2		13,961.1		12,578.7
Cost of sales	3,045.8		2,803.9		9,029.5		8,167.2
Selling, general and administrative expenses	1,385.7		1,206.6		4,005.0		3,483.1
Transition services agreement income, net	23.8		—		31.8		—
Operating income	343.3		330.7		958.4		928.4
Interest expense, net	21.9		28.3		67.4		84.9
Other (income) expense, net	0.1		0.1		(62.0)		0.2
Income from continuing operations before income taxes	321.3		302.3		953.0		843.3
Provision for income taxes	76.7		70.0		239.4		201.0
Income from continuing operations	244.6		232.3		713.6		642.3
Income from discontinued operations, net of tax	—		1.0		62.8		23.5
Net income	$	244.6	$	233.3	$	776.4	$	665.8

Basic earnings per share of common stock:
Continuing operations	$	1.20	$	1.09	$	3.43	$	2.97
Discontinued operations	—		—		0.30		0.11
Total basic earnings per share of common stock	$	1.20	$	1.09	$	3.73	$	3.08

Diluted earnings per share of common stock:
Continuing operations	$	1.20	$	1.08	$	3.42	$	2.97
Discontinued operations	—		—		0.30		0.11
Total diluted earnings per share of common stock	$	1.20	$	1.08	$	3.72	$	3.08

Weighted average common shares outstanding:
Basic	203.3		215.0		208.1		215.9
Diluted	203.8		215.2		208.5		216.1

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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DOLLAR TREE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	13 Weeks Ended				39 Weeks Ended
(in millions)	November 1, 2025		November 2, 2024		November 1, 2025		November 2, 2024
Net income	$	244.6	$	233.3	$	776.4	$	665.8

Foreign currency translation adjustments	(1.2)		(5.2)		4.0		(10.6)

Total comprehensive income	$	243.4	$	228.1	$	780.4	$	655.2

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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DOLLAR TREE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(in millions, except par value and share data)	November 1, 2025		February 1, 2025		November 2, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	594.8	$	1,256.5	$	478.3
Merchandise inventories	2,859.7		2,672.0		3,002.5
Other current assets	276.0		169.8		193.0
Current assets of discontinued operations	—		5,008.9		2,957.7
Total current assets	3,730.5		9,107.2		6,631.5
Restricted cash	42.5		75.7		75.1
Property, plant and equipment, net of accumulated depreciation of $4,814.4, $4,332.3 and $4,449.5, respectively	4,877.8		4,499.3		4,363.3
Operating lease right-of-use assets	4,418.2		4,146.4		4,063.6
Goodwill	422.2		421.2		422.3
Deferred income taxes, net	2.0		260.6		5.3
Other assets	163.1		133.6		147.7
Noncurrent assets of discontinued operations	—		—		7,624.0
Total assets	$	13,656.3	$	18,644.0	$	23,332.8
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings	$	619.5	$	—	$	—
Current portion of long-term debt	—		1,000.0		1,000.0
Current portion of operating lease liabilities	975.6		960.7		943.0
Accounts payable	1,676.1		1,705.8		1,950.0
Income taxes payable	—		120.1		8.0
Other current liabilities	618.6		574.4		543.6
Current liabilities of discontinued operations	—		4,224.9		1,968.7
Total current liabilities	3,889.8		8,585.9		6,413.3
Long-term debt, net, excluding current portion	2,430.7		2,431.2		2,430.0
Operating lease liabilities, long-term	3,633.1		3,438.7		3,373.0
Deferred income taxes, net	0.5		—		964.5
Income taxes payable, long-term	25.3		28.2		21.3
Other liabilities	212.2		182.6		161.5
Noncurrent liabilities of discontinued operations	—		—		2,333.1
Total liabilities	10,191.6		14,666.6		15,696.7
Contingencies (Note 3)
Shareholders’ equity:
Common stock, par value $0.01; 600,000,000 shares authorized, 200,689,657, 215,078,018 and 215,031,619 shares issued and outstanding, respectively	2.1		2.2		2.2
Additional paid-in capital	—		92.9		50.7
Accumulated other comprehensive loss	(55.2)		(59.2)		(54.2)
Retained earnings	3,517.8		3,941.5		7,637.4
Total shareholders’ equity	3,464.7		3,977.4		7,636.1
Total liabilities and shareholders’ equity	$	13,656.3	$	18,644.0	$	23,332.8

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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DOLLAR TREE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)


	13 Weeks Ended November 1, 2025
(in millions)	Common Stock Shares	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Shareholders' Equity
Balance at August 2, 2025	204.6	$	2.1	$	—	$	(54.0)	$	3,657.0	$	3,605.1
Net income	—	—		—		—		244.6		244.6
Total other comprehensive loss	—	—		—		(1.2)		—		(1.2)
Issuance of stock under Employee Stock Purchase Plan	—	—		1.3		—		—		1.3

Stock-based compensation, net	—	—		13.9		—		—		13.9
Repurchase of stock	(4.0)	—		(11.3)		—		(383.8)		(395.1)
Excise tax on repurchases of stock	—	—		(3.9)		—		—		(3.9)
Balance at November 1, 2025	200.6	$	2.1	$	—	$	(55.2)	$	3,517.8	$	3,464.7



	39 Weeks Ended November 1, 2025
(in millions)	Common Stock Shares	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Shareholders' Equity
Balance at February 1, 2025	215.1	$	2.2	$	92.9	$	(59.2)	$	3,941.5	$	3,977.4
Net income	—	—		—		—		776.4		776.4
Total other comprehensive income	—	—		—		4.0		—		4.0
Issuance of stock under Employee Stock Purchase Plan	0.1	—		6.2		—		—		6.2

Stock-based compensation, net	0.4	—		37.9		—		—		37.9
Repurchase of stock	(15.0)	(0.1)		(124.1)		—		(1,200.1)		(1,324.3)
Excise tax on repurchases of stock	—	—		(12.9)		—		—		(12.9)
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.

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DOLLAR TREE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (cont.)

(Unaudited)


	13 Weeks Ended November 2, 2024
(in millions)	Common Stock Shares	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Shareholders' Equity
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 Stock Shares	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Shareholders' Equity
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	215.0	$	2.2	$	50.7	$	(54.2)	$	7,637.4	$	7,636.1

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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DOLLAR TREE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	39 Weeks Ended
(in millions)	November 1, 2025		November 2, 2024
Cash flows from operating activities:
Net income	$	776.4	$	665.8
Income from discontinued operations, net of tax	62.8		23.5
Income from continuing operations	$	713.6	$	642.3
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
Depreciation and amortization	477.6		377.1
Provision for deferred income taxes	242.6		53.8
Stock-based compensation expense	46.0		68.8

Impairments	0.7		1.2
Gain on insurance proceeds related to fixed assets	(41.0)		—
Other non-cash adjustments to income from continuing operations	69.7		(3.1)
Changes in operating assets and liabilities:
Merchandise inventories	(236.6)		(535.2)
Income taxes receivable	(22.1)		—
Other current assets	(78.1)		(25.1)
Other assets	(41.4)		(49.1)
Accounts payable	(31.3)		784.1
Income taxes payable	(121.0)		19.1
Other current liabilities	16.5		4.5
Other liabilities	26.7		17.3
Operating lease right-of-use assets and liabilities, net	(63.4)		(19.9)
Net cash provided by operating activities of continuing operations	958.5		1,335.8
Cash flows from investing activities:
Capital expenditures	(870.3)		(1,005.7)

Proceeds from sale of discontinued operations	672.0		—
Cash divested from sale of discontinued operations	(246.0)		—
Proceeds from insurance recoveries	50.0		45.0
Proceeds from (payments for) fixed asset disposition	1.3		(0.8)
Net cash used in investing activities of continuing operations	(393.0)		(961.5)
Cash flows from financing activities:

Principal payments for long-term debt	(1,000.0)		—
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	6.1		7.7
Cash paid for taxes on exercises/vesting of stock-based compensation	(12.5)		(20.6)
Payments for repurchase of stock	(1,312.0)		(400.0)
Net cash used in financing activities	(1,703.5)		(412.9)
Cash flows from discontinued operations:
Net cash provided by operating activities of discontinued operations	343.3		452.4
Net cash used in investing activities of discontinued operations	(79.8)		(397.6)
Net cash provided by discontinued operations	263.5		54.8
Effect of exchange rate changes on cash, cash equivalents and restricted cash	0.6		(0.7)
Net change in cash, cash equivalents and restricted cash	(873.9)		15.5
Cash, cash equivalents and restricted cash at beginning of period	1,511.2		757.2
Cash, cash equivalents and restricted cash at end of period	$	637.3	$	772.7
Supplemental disclosure of cash flow information(1):
Cash paid for:
Interest, net of amounts capitalized	$	78.2	$	68.8
Income taxes	$	144.1	$	129.0
Non-cash transactions:
Right-of-use assets obtained in exchange for new operating lease liabilities	$	1,046.2	$	1,339.0
Accrued capital expenditures	$	49.9	$	48.1
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.

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.

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DOLLAR TREE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Description of Business and Basis of Presentation

Dollar Tree, Inc. (“we,” “our,” “us,” or “the Company”) is a leading operator of discount retail stores in the United States and Canada.

The accompanying unaudited condensed consolidated financial statements include the financial statements of Dollar Tree, Inc., and its wholly-owned subsidiaries and were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the requirements of Form 10-Q and Article 10 of Regulation S-X. 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 26, 2025. 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.

All intercompany balances and transactions have been eliminated in consolidation. All amounts stated herein are in U.S. Dollars. 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. 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.

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): 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. ASU 2024-03 is effective on a prospective basis for annual periods beginning in fiscal 2027 and for interim periods beginning in fiscal 2028, with retrospective application permitted. We are currently evaluating the impact of this standard to our consolidated financial statements.

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In September 2025, the FASB issued ASU 2025-06, “Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”), which amends the accounting for internal-use software by requiring that an entity start capitalizing software costs once management has authorized and committed funding for the project and it is probable that the project will be completed and the software will be used as intended. ASU 2025-06 is effective for annual and interim periods beginning in fiscal 2028, with early adoption permitted. ASU 2025-06 can be applied using a prospective transition approach, a modified transition approach or a retrospective transition approach. We are currently evaluating the impact of this standard to our consolidated financial statements.

We have reviewed all other recently issued accounting standards and determined they were either not applicable or not expected to have a material impact on our financial position or results of operations.

Note 3 - 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.

Legal Proceedings

We are defendants in ordinary, routine litigation or proceedings incidental to our business, including employment-related matters; infringement of intellectual property rights; personal injury/wrongful death claims; real estate matters; 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. We will vigorously defend ourselves in these matters. We do not believe that any of these matters will, individually or in the aggregate, have a material effect on our business, financial condition, or liquidity. We cannot give assurance, however, that one or more of these matters will not have a material effect on our results of operations for the quarter or year in which any reserves are established (if ever) or they are resolved.

We assess our legal proceedings monthly and reserves are established if a loss is probable and the amount of such loss can be reasonably estimated. Many, if not substantially all, of our legal proceedings are subject to significant uncertainties and, therefore, determining the likelihood of a loss and the measurement of any loss can be complex and subject to judgment. With respect to the matters noted below where we have determined that a loss is reasonably possible but not probable, we are unable to reasonably estimate the amount or range of the possible loss at this time due to the inherent difficulty of predicting the outcome of and uncertainties regarding legal proceedings. Our assessments are based on estimates and assumptions that have been deemed reasonable by management, but that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions. Management’s assessment of legal proceedings could change because of future determinations or the discovery of facts which are not presently known. 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

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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.

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.

Note 5 - Fair Value Measurements

Financial assets and liabilities are classified in the fair value hierarchy in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis; 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.

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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 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
(in millions)	Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value
Level 1
Senior Notes	$	2,230.6	$	2,435.7	$	3,140.9	$	3,433.6	$	3,123.9	$	3,432.7

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.

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
Numerator:
Income from continuing operations	$	244.6	$	232.3	$	713.6	$	642.3
Income from discontinued operations, net of tax	—		1.0		62.8		23.5
Net income	$	244.6	$	233.3	$	776.4	$	665.8

Denominator:
Weighted average number of shares outstanding	203.3		215.0		208.1		215.9
Dilutive impact of share-based awards (as determined by applying the treasury stock method)	0.5		0.2		0.4		0.2
Weighted average number of shares and dilutive potential shares outstanding	203.8		215.2		208.5		216.1

Basic earnings per share of common stock:
Continuing operations	$	1.20	$	1.09	$	3.43	$	2.97
Discontinued operations	—		—		0.30		0.11
Total basic earnings per share of common stock	$	1.20	$	1.09	$	3.73	$	3.08

Diluted earnings per share of common stock:
Continuing operations	$	1.20	$	1.08	$	3.42	$	2.97
Discontinued operations	—		—		0.30		0.11
Total diluted earnings per share of common stock	$	1.20	$	1.08	$	3.72	$	3.08

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.

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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.

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.

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.

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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

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(in millions)	Dollar Tree Segment		Corporate, Support and Other		Total
39 Weeks Ended November 1, 2025
Net sales	$	13,949.6	$	—	$	13,949.6
Cost of sales	9,029.5		—		9,029.5
Gross Profit	4,920.1		—		4,920.1
Other revenue	—		11.5		11.5
Selling, general and administrative expenses	3,575.4		429.6		4,005.0
Transition services agreement income, net	—		31.8		31.8
Operating income (loss)	1,344.7		(386.3)		958.4
Interest expense, net					67.4
Other income, net					(62.0)
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
Depreciation and amortization expense	$	350.5	$	26.6	$	377.1

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.

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
Consumable	$	2,350.7	49.5	%	$	2,164.0	49.9	%	$	6,998.3	50.2	%	$	6,314.4	50.2	%
Variety	2,051.5		43.2	%	1,846.6		42.6	%	6,406.9		45.9	%	5,746.7		45.7	%
Seasonal	344.1		7.3	%	327.4		7.5	%	544.4		3.9	%	508.0		4.1	%
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	%

Note 9 - Supply Chain Finance Program

We facilitate a voluntary supply chain finance program, administered through a financial institution, which provides participating suppliers with the opportunity to finance payments due from us. Participating suppliers may, at their sole discretion, elect to finance one or more invoices of ours prior to their scheduled due dates at a discounted price with the financial institution.

Our obligations to our suppliers, including amounts due and scheduled payment dates, are not impacted by the supplier’s decision to finance amounts under these arrangements. 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.

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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.

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. The Company has continuing involvement with Family Dollar under a transition services agreement, through which the Company and Family Dollar continue to provide certain services to each other for a period of 18 months following the date of sale. For the 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. In addition, the Company is guaranteeing lease obligations for 120 Family Dollar stores amounting to approximately $88.0 million for the first year following the date of sale, which represents the full lease obligations on these stores. The amount guaranteed in the second and third year following the date of sale is $20.0 million and $10.0 million, respectively. The fair value of the lease guarantee is immaterial.

The results of Family Dollar are presented as discontinued operations in the accompanying 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.

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.

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
Net sales	$	—	$	3,223.7	$	5,625.5	$	9,991.7
Other revenue	—		3.3		4.5		9.4
Total revenue	—		3,227.0		5,630.0		10,001.1
Cost of sales	—		2,420.4		3,931.6		7,494.0
Selling, general and administrative expenses	—		803.9		1,218.4		2,478.4
Operating income	—		2.7		480.0		28.7
Interest income	—		0.8		2.7		4.1
Loss on held for sale and disposal of discontinued operations	—		—		402.5		—
Income from discontinued operations before income taxes	—		3.5		80.2		32.8
Provision for income taxes	—		2.5		17.4		9.3
Income from discontinued operations, net of tax	$	—	$	1.0	$	62.8	$	23.5

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.

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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
ASSETS
Cash and cash equivalents	$	—	$	179.0	$	219.3
Merchandise inventories	—		2,456.4		2,532.6
Other current assets	—		200.9		205.8
Property, plant and equipment, net	—		2,268.0		2,312.4
Operating lease right-of-use assets	—		2,580.6		2,657.6
Goodwill	—		—		490.5
Trade name intangible asset	—		750.0		2,150.0
Other assets	—		12.8		13.5
Valuation allowance to adjust assets to estimated fair value, less costs of disposal	—		(3,438.8)		—
Total assets of discontinued operations	$	—	$	5,008.9	$	10,581.7
LIABILITIES
Current portion of operating lease liabilities	$	—	$	598.5	$	596.5
Accounts payable	—		977.5		995.1
Other current liabilities	—		378.6		377.1
Operating lease liabilities, long-term	—		2,134.5		2,207.2
Other liabilities	—		135.8		125.9
Total liabilities of discontinued operations	$	—	$	4,224.9	$	4,301.8

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. 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 Consolidated Statements of Cash Flows	$	637.3	$	772.7

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Note Regarding Forward-Looking Statements

This document contains “forward-looking statements” as that term is used in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they address future events, developments and results and do not relate strictly to historical facts. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. Forward-looking statements include, without limitation, statements preceded by, followed by or including words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “view,” “target” or “estimate,” “may,” “will,” “should,” “predict,” “possible,” “potential,” “continue,” “strategy,” and similar expressions. For example, our forward-looking statements include, without limitation, statements regarding:

•Our plans and expectations regarding our current and future strategic initiatives, including our operational strategy for Dollar Tree as a standalone business following the sale of Family Dollar;

•Our merchandising plans and initiatives and related impacts, including those regarding our multi-price offerings and product assortment;

•Our cost management initiatives, including our mitigation strategies to offset the impact of cost pressures and inflation, and the financial and business impacts of those strategies;

•Our long-term approach to managing selling, general and administrative expenses;

•Our plans to add, refresh and renovate stores, improve store standards and operations, and optimize and modernize stores and shelf space;

•Our customer connection and customer’s response to our product offerings, value and shopping experience;

•Our expectations regarding the implementation and impact of investments in supply chain, distribution facilities, warehouse, inventory, transportation and human capital management systems, including new distribution centers, the expansion or conversion of existing distribution centers, and the capabilities of our distribution center network;

•Our expectations regarding the implementation and impact of investments in our technology infrastructure;

•The design and implementation of key control activities around updated systems and various investments and initiatives;

•Our plans and expectations regarding the sale of the Family Dollar business, including those regarding the estimated proceeds and tax benefits therefrom and the transition services agreement;

•The potential effect of general business or economic conditions on our business and our customers, including the direct and indirect effects of inflation and interest rates on our business;

•The direct and indirect impacts of and challenges associated with the current and potential tariff environment;

•Our plans to mitigate the impact of current and potential tariffs and related implementation costs;

•The expected and possible outcome, costs, and impact of pending or potential litigation, arbitrations, other legal proceedings or governmental investigations, our plans regarding these matters, and the availability of indemnification or insurance with respect to such matters;

•The impacts of recent legislation, including those affecting various tax regulations, and accounting principles; and

•Our capital allocation priorities, liquidity and cash needs, including our ability to fund our future capital expenditures and working capital requirements.

A forward-looking statement is neither a prediction nor a guarantee of future results, events or circumstances. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Our forward-looking statements are all based on currently available operating, financial and business information. The outcome of the events described in these forward-looking statements is subject to a variety of factors, including, but not limited to, the risks and uncertainties summarized below and the more detailed discussions in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and elsewhere in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025 and in this Quarterly Report on Form 10-Q. The following risks could have a material adverse impact on our sales, costs, profitability, financial performance or implementation of strategic initiatives:

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•Our profitability is vulnerable to cost pressures from increases in merchandise, shipping, freight and fuel costs, wage and benefit and other operating costs.

•Risks associated with merchandise supply, including tariffs and other trade-related measures, restrictions and policies and any retaliatory counter measures, could adversely affect our financial performance.

•Our tariff mitigation strategies could subject us to increased costs and other risks.

•Higher costs and disruptions in our distribution network could have an adverse impact on our sales and profitability.

•We may stop selling or recall certain products for safety-related or other issues.

•We could experience a decline in consumer confidence and spending because of concerns about the quality and safety of our products or our brand standards.

•Inflation, other changes in economic conditions or consumer spending habits could impact our sales or profitability.

•Our growth is dependent on our ability to increase sales in existing stores and to expand our square footage profitably.

•Our profitability is affected by the mix of products we sell.

•Our business is seasonal, and adverse events during the fourth quarter could materially affect our full-year financial results.

•Failure to protect our inventory or other assets from loss and theft may impact our financial results.

•We have risks related to the security of our facilities including risks of personal injury to customers or associates.

•We face significant pressure from competitors which may reduce our sales and profits.

•Our business could be adversely affected if we fail to manage our organizational talent and capacity, including attracting and retaining qualified associates and key personnel.

•We rely on third parties in many aspects of our business, which creates additional risk.

•We may not be successful in anticipating the impacts of implementing, achieving or realizing the benefits of our strategies, initiatives and long-term goals, which may have an adverse impact on our business and financial results.

•Our growth and profitability is dependent on our customer’s response to our initiatives, including multi-price assortments, pricing initiatives, and store standards.

•The completion of the sale of the Family Dollar business is subject to various risks and uncertainties, including those related to the estimated proceeds therefrom and transition services agreement income, and may be disruptive to our business operations and adversely affect our profitability.

•We may not achieve the anticipated benefits of the sale of the Family Dollar business, and the transaction may expose us to new risks.

•We have incurred and may in the future incur losses due to impairment of goodwill and other long-lived assets.

•We make estimates and assumptions in connection with the preparation of our consolidated financial statements, and any changes to those estimates and assumptions could adversely affect our results of operations.

•We rely on computer and technology systems in our operations, and any material failure, inadequacy, interruption or security failure of those systems, including because of a cyberattack, could harm our ability to effectively operate and grow our business and could adversely affect our financial results.

•The potential unauthorized access to our systems could disrupt operations or lead to the theft of data which may violate privacy laws and could damage our business reputation, subject us to negative publicity, litigation and costs, and adversely affect our results of operations or financial condition.

•Legal proceedings may adversely affect our reputation, business, results of operations or financial condition.

•Our failure to comply with applicable law, or to adequately respond to changes to such laws, could increase our expenses, expose us to legal risks or otherwise adversely affect us.

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•Our business is subject to evolving disclosure requirements and expectations with respect to environmental, social and governance matters that could expose us to numerous risks.

•Our inability to access credit or capital markets, a downgrade of our credit ratings and/or increases in interest rates could negatively affect our financing costs, results of operations and financial condition.

•Our business or the value of our common stock could be negatively affected as a result of actions by shareholders.

•The price of our common stock is subject to market and other conditions and may be volatile.

•Certain provisions in our Articles of Incorporation and By-Laws could delay or discourage a change of control transaction that may be in a shareholder’s best interest.

We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. Moreover, new risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on our forward-looking statements.

We do not undertake to publicly update or revise any forward-looking statements after the date of this Quarterly Report on Form 10-Q, whether as a result of new information, future events, or otherwise.

Investors should also be aware that while we do, from time to time, communicate with securities analysts and others, it is against our policy to disclose to them any material, nonpublic information or other confidential commercial information. Accordingly, shareholders should not assume that we agree with any statement or report issued by any securities analyst regardless of the content of the statement or report. Furthermore, we have a policy against confirming projections, forecasts or opinions issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not our responsibility.

Overview

We are a leading operator of more than 9,200 retail discount stores, as of November 1, 2025, offering merchandise predominantly at the opening price point of $1.25, with additional offerings at higher price points.

Our net sales are derived from the sale of merchandise. Two major factors tend to affect our net sales trends. First is our success at opening new stores. Second is the performance of stores once they are open which can be impacted by a number of factors including operational performance, competition, inflation, consumer buying preference and changes in the product assortment, pricing, or quality. Sales vary at our existing stores from one year to the next. We refer to this as a change in comparable store net sales, because we include only those stores that are open throughout both of the periods being compared, beginning after the first fifteen months of operation. We include sales from stores expanded, relocated or remodeled during the period in the calculation of comparable store net sales, which has the effect of increasing our comparable store net sales. Stores that were converted from Family Dollar stores to Dollar Tree stores are considered to be new stores and are not included in the calculation of the comparable store net sales change until after the first fifteen months of operation under the Dollar Tree brand. Additionally, sales that are excluded from the calculation of comparable store net sales are referred to as non-comparable store sales and consist of sales from new stores open fifteen months or less and stores that are closed permanently or expected to be closed for more than 90 days.

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. 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. Unless otherwise noted, all amounts, percentages and discussions below reflect only the results of operations and financial condition of our continuing operations. Refer to “Strategic Initiatives and Recent Developments” below and Note 10 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information on discontinued operations.

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Quarterly Results

Financial highlights for the 13 weeks ended November 1, 2025, as compared to the 13 weeks ended November 2, 2024, include:

•Net sales increased 9.4% to $4,746.3 million due to a 4.2% comparable store net sales increase and net sales of $351.7 million at non-comparable stores.

•Gross profit increased 10.8% to $1,700.5 million primarily due to our net store growth. Gross profit, as a percentage of net sales, increased 40 basis points to 35.8%.

•Selling, general and administrative expenses, as a percentage of total revenues, increased 140 basis points to 29.2%.

•Transition services agreement income, net was $23.8 million resulting from services provided to Family Dollar following the sale.

•Operating income, as a percentage of total revenues, decreased 40 basis points to 7.2%.

•The effective tax rate was 23.9%, an increase of 70 basis points as compared to the prior year quarter.

•Income from continuing operations was $244.6 million, or $1.20 per diluted share, compared to $232.3 million, or $1.08 per diluted share in the prior year quarter.

Store Activity & Selected Sales Data

At November 1, 2025, we operated stores in 48 states and the District of Columbia, as well as stores in five Canadian provinces. The average size of stores opened during the 39 weeks ended November 1, 2025 was approximately 9,230 selling square feet. A breakdown of the changes in store count and square footage is as follows:


	39 Weeks Ended
	November 1, 2025	November 2, 2024
Store Count:
Beginning	8,881	8,415
New stores	360	492
Stores converted from Family Dollar	71	8
Closings	(43)	(47)
Ending	9,269	8,868
Relocations	8	21

Selling Square Feet (in millions):
Beginning	78.4	73.1
New stores	3.3	5.4
Stores converted from Family Dollar	1.1	0.1
Closings	(0.3)	(0.3)

Ending	82.5	78.3

The store counts above do not include new stores until they are opened for sales. Similarly, stores converted from a Family Dollar store to a Dollar Tree store are reflected in the table above when they re-opened as a Dollar Tree store.

The percentage change in comparable store net sales, as compared with the preceding year, is as follows:


	13 Weeks Ended		39 Weeks Ended
	November 1, 2025	November 2, 2024	November 1, 2025	November 2, 2024
Sales Growth	4.2%	1.8%	5.4%	1.6%
Change in Customer Traffic	(0.3)%	1.5%	1.8%	1.9%
Change in Average Ticket	4.5%	0.3%	3.6%	(0.3)%

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Comparable store net sales are positively affected by our expanded, relocated and remodeled stores, which we include in the calculation, and are negatively affected when we open new stores or expand stores near existing stores.

Net sales per selling square foot is calculated based on total net sales for the preceding 12 months as of the end of the reporting period divided by the average selling square footage during the period. Selling square footage excludes the storage, receiving and office space that generally occupies approximately 20% of the total square footage of our stores. We believe that net sales per selling square foot more accurately depicts the productivity and operating performance of our stores as it reflects the portion of our footprint that is dedicated to selling merchandise. Net sales per selling square foot for the 52 weeks ended November 1, 2025 and November 2, 2024 is as follows:

52 Weeks Ended

November 1, 2025

November 2, 2024

Net sales per selling square foot

$236

$233

See our “Strategic Initiatives and Recent Developments” below for more information on the initiatives that are driving our comparable store net sales growth and net sales per selling square foot growth.

Strategic Initiatives and Recent Developments

We continue to execute on a number of strategic initiatives across our business to drive profitable growth for Dollar Tree as a standalone banner following the sale of Family Dollar. During our Investor Day on October 15, 2025, we outlined our operational strategy for the years ahead, including an expanded, more relevant assortment, agile cost management, a more connected customer experience in stores, new store growth, and improved store conditions and operations, supported by an evolving supply chain and disciplined financial management. Some of these initiatives and other recent developments, in no particular order, include the following.

Merchandising. In addition to our $1.25 price point, we continue to expand our multi-price offerings to provide a broader, more relevant assortment and differentiated value to our customers. As of November 1, 2025, we carried this multi-price assortment in more than 5,000 of our stores. In August 2025, we announced a new nationwide partnership with Uber to bring the Uber Eats platform to nearly 9,000 Dollar Tree stores, offering customers on-demand access to and delivery of value-driven essentials, snacks, party supplies and seasonal surprises.

Cost Management. We are actively implementing mitigation strategies to offset the impact of cost pressures and inflation, including tariffs, by re-negotiating supplier terms, re-engineering products for efficiency, shifting country of origin where it adds advantage, discontinuing lower-margin or underperforming items and executing targeted retail price changes. We believe our mitigation strategies will allow us to protect our margins and maintain our competitiveness over the long term and, most importantly, keep providing our customers with the value, convenience, and discovery they expect for the products they need to help live and celebrate their lives. In addition, our long-term strategy includes a disciplined approach to managing our selling, general and administrative expenses to drive operating leverage and profitability.

During fiscal 2025, we have experienced increased costs associated with the tariff environment and implementation of our mitigation strategies, including discrete price-change costs. We expect our results to continue to be impacted by near-term challenges, including higher costs due to the volatility in the tariff environment, in the fourth quarter of fiscal 2025. Additionally, implementation costs associated with our mitigation strategies may continue to be experienced before the benefits from those efforts are expected to materialize. The ultimate impact of cost inflation, including tariffs and other related measures, remains uncertain and will depend on several factors, including whether additional or incremental tariffs or other measures are announced or imposed, to what extent other countries implement tariffs or other retaliatory measures in response, the overall magnitude and duration of these measures, and the costs and effectiveness of, and consumer response to, our mitigation efforts.

Our Workforce. We are investing in our talent, including initiatives to provide competitive pay and benefits, enhanced training, and attractive career opportunities to deliver an enhanced associate experience, reduce turnover, and improve our store standards and efficiencies and ultimately the customer experience.

Store Growth and Improved Conditions. Our strategy includes continued new store growth, as well as improved store conditions and operations to deliver a consistent experience for our associates and customers, provide a stronger customer connection and drive profitable growth. These initiatives include projects to optimize and modernize our stores, with a focus on increasing shelf space productivity, improving the in-store experience through refresh and renovation programs and customer service enhancements.

Supply Chain Optimization. Our supply chain initiatives include expanding and enhancing our distribution network, improving our transportation and inventory management capabilities and upgrading our warehouse management systems. Investments are also

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underway for enhancements in automation in existing buildings to improve efficiency. These investments are expected to negatively impact gross margin in the near-to-mid term.

In April 2025, we announced that we will be returning to Marietta, Oklahoma with a new, enhanced distribution center that is expected to be fully operational by spring 2027 with the capacity to serve 700 stores across the West and Southwest regions of the country. We broke ground on the new Marietta distribution center in September 2025. In October 2025, we announced that we purchased a 1.25 million square foot distribution center outside of Phoenix, Arizona, which we expect to open in spring 2026. This new distribution center will strengthen our supply chain in the Southwest, servicing stores in Arizona, Colorado, Nevada, New Mexico and Utah.

Technology Investment. We continue our multi-year plan for significant investment in our technology across our business, including our mobile app, human capital management system and supply chain system. We believe these improvements can promote operational efficiencies and deliver an elevated customer experience.

Family Dollar Strategic Alternatives Review. On March 25, 2025, we entered into a definitive agreement to sell the Family Dollar business to 1959 Holdings, LLC, and on July 5, 2025, we 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. The Company has continuing involvement with Family Dollar under a transition services agreement, through which the Company and Family Dollar continue to provide certain services to each other for a period of 18 months following the date of sale. For information on discontinued operations, refer to Note 10 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Results of Operations

Our results of operations and period-over-period changes are discussed in the following section. Note that the cost of sales rate is calculated by dividing cost of sales by net sales. Gross profit margin is calculated as gross profit (i.e., net sales less cost of sales) divided by net sales. The selling, general and administrative expense rate and operating income margin are calculated by dividing the applicable amount by total revenue. Basis points, as referred to below, are a percentage of net sales for expense categories within gross profit and cost of sales, and are a percentage of total revenue for all other expense categories. A 100 basis point increase equals 1.00% and a 1 basis point increase equals 0.01%.

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The following table contains results of operations data for the 13 and 39 weeks ended November 1, 2025 and November 2, 2024:


	13 Weeks Ended						39 Weeks Ended
(in millions, except percentages)	November 1, 2025			November 2, 2024			November 1, 2025			November 2, 2024
Revenues
Net sales	$	4,746.3		$	4,338.0		$	13,949.6		$	12,569.1
Other revenue	4.7			3.2			11.5			9.6
Total revenue	4,751.0			4,341.2			13,961.1			12,578.7
Expenses & other operating items
Cost of sales	3,045.8			2,803.9			9,029.5			8,167.2
Selling, general and administrative expenses	1,385.7			1,206.6			4,005.0			3,483.1
Transition services agreement income, net	23.8			—			31.8			—
Operating income	343.3			330.7			958.4			928.4
Interest expense, net	21.9			28.3			67.4			84.9
Other (income) expense, net	0.1			0.1			(62.0)			0.2
Income from continuing operations before income taxes	321.3			302.3			953.0			843.3
Provision for income taxes	76.7			70.0			239.4			201.0
Income from continuing operations	$	244.6		$	232.3		$	713.6		$	642.3

Gross profit margin	35.8		%	35.4		%	35.3		%	35.0		%
Selling, general and administrative expense rate	29.2		%	27.8		%	28.7		%	27.7		%

Operating income margin	7.2		%	7.6		%	6.9		%	7.4		%

Income from continuing operations before income taxes as a percentage of total revenue	6.8		%	7.0		%	6.8		%	6.7		%
Effective tax rate	23.9		%	23.2		%	25.1		%	23.8		%
Income from continuing operations as a percentage of total revenue	5.1		%	5.4		%	5.1		%	5.1		%

Net Sales


	13 Weeks Ended								39 Weeks Ended
(dollars in millions)	November 1, 2025			November 2, 2024			Percentage Change		November 1, 2025			November 2, 2024			Percentage Change
Net sales	$	4,746.3		$	4,338.0		9.4	%	$	13,949.6		$	12,569.1		11.0	%
Comparable store net sales change	4.2		%	1.8		%			5.4		%	1.6		%

The increase in net sales in the 13 weeks ended November 1, 2025 was a result of the comparable store net sales increase and net sales of $351.7 million at non-comparable stores. Comparable store net sales increased 4.2% in the 13 weeks ended November 1, 2025, as a result of a 4.5% increase in average ticket, partially offset by a 0.3% decrease in customer traffic.

The increase in net sales in the 39 weeks ended November 1, 2025 was a result of the comparable store net sales increase and net sales of $1,037.7 million at non-comparable stores. Comparable store net sales increased 5.4% in the 39 weeks ended November 1, 2025, as a result of a 3.6% increase in average ticket and a 1.8% increase in customer traffic.

Gross Profit


	13 Weeks Ended								39 Weeks Ended
(dollars in millions)	November 1, 2025			November 2, 2024			Percentage Change		November 1, 2025			November 2, 2024			Percentage Change
Gross profit	$	1,700.5		$	1,534.1		10.8	%	$	4,920.1		$	4,401.9		11.8	%
Gross profit margin	35.8		%	35.4		%	0.4	%	35.3		%	35.0		%	0.3	%

Gross profit margin increased during the 13 weeks ended November 1, 2025 due to a 40 basis point decrease in cost of sales. The cost of sales rate decreased to 64.2% during the 13 weeks ended November 1, 2025 from 64.6% during the same period last year

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primarily due to improved mark-on from pricing initiatives, lower domestic and import freight costs, and favorable sales mix resulting from increased sales of higher margin discretionary merchandise as a percentage of net sales, partially offset by higher tariff costs, higher markdowns, and higher shrink costs resulting from unfavorable inventory results.

Gross profit margin increased during the 39 weeks ended November 1, 2025 due to a 30 basis point decrease in cost of sales. The cost of sales rate decreased to 64.7% during the 39 weeks ended November 1, 2025 from 65.0% during the same period last year primarily due to improved mark-on from pricing initiatives, lower domestic and import freight costs, favorable sales mix resulting from increased sales of higher margin discretionary merchandise as a percentage of net sales, and lower occupancy costs due to leverage from the comparable store net sales increase, partially offset by higher tariff costs, higher markdowns, higher shrink costs resulting from unfavorable inventory results, and increased distribution costs expense.

The higher markdowns for both the 13 weeks and 39 weeks ended November 1, 2025 included a $56.0 million write-off of various slow-turning SKUs recorded during the third quarter of fiscal 2025. This reflects actions taken related to our ongoing strategic initiative to increase shelf space productivity, as described above.

Selling, General and Administrative Expenses


	13 Weeks Ended								39 Weeks Ended
(dollars in millions)	November 1, 2025			November 2, 2024			Percentage Change		November 1, 2025			November 2, 2024			Percentage Change
Selling, general and administrative expenses	$	1,385.7		$	1,206.6		14.8	%	$	4,005.0		$	3,483.1		15.0	%
Selling, general and administrative expense rate	29.2		%	27.8		%	1.4	%	28.7		%	27.7		%	1.0	%

The selling, general and administrative expense rate increased 140 basis points during the 13 weeks ended November 1, 2025 primarily due to higher store payroll in support of our pricing initiatives and from wage increases, higher general liability claims costs, and higher depreciation expense from store investments, partially offset by lower stock compensation, lower corporate payroll, and leverage from the comparable store net sales increase.

The selling, general and administrative expense rate increased 100 basis points during the 39 weeks ended November 1, 2025 primarily due to higher store payroll in support of our pricing initiatives and from wage increases, higher depreciation expense from store investments, higher incentive compensation and higher store-related repairs and maintenance expenses, partially offset by lower stock compensation, lower corporate payroll, and leverage from the comparable store net sales increase.

Operating Income


	13 Weeks Ended								39 Weeks Ended
(dollars in millions)	November 1, 2025			November 2, 2024			Percentage Change		November 1, 2025			November 2, 2024			Percentage Change
Operating income	$	343.3		$	330.7		3.8	%	$	958.4		$	928.4		3.2	%
Operating income margin	7.2		%	7.6		%	(0.4)	%	6.9		%	7.4		%	(0.5)	%

Operating income margin decreased to 7.2% for the 13 weeks ended November 1, 2025 compared to 7.6% for the same period last year, resulting from the increase in the selling, general and administrative expense rate, partially offset by the increase in gross profit margin as described above, and income from the transition services agreement with Family Dollar.

Operating income margin decreased to 6.9% for the 39 weeks ended November 1, 2025 compared to 7.4% for the same period last year, resulting from the increase in the selling, general and administrative expense rate, partially offset by the increase in gross profit margin as described above, and income from the transition services agreement with Family Dollar.

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Interest Expense, Net


	13 Weeks Ended						39 Weeks Ended
(dollars in millions)	November 1, 2025		November 2, 2024		Percentage Change		November 1, 2025		November 2, 2024		Percentage Change
Interest expense, net	$	21.9	$	28.3	(22.6)	%	$	67.4	$	84.9	(20.6)	%

Interest expense, net decreased $6.4 million in the 13 weeks ended November 1, 2025 compared to the same period last year, primarily due to the repayment of our $1.0 billion principal amount of 4.00% Senior Notes in the second quarter of fiscal 2025, and higher interest income on investments, partially offset by higher borrowings of commercial paper.

Interest expense, net decreased $17.5 million in the 39 weeks ended November 1, 2025 compared to the same period last year, primarily due to the repayment of our $1.0 billion principal amount of 4.00% Senior Notes in the second quarter of fiscal 2025, and higher interest income on investments, partially offset by higher borrowings of commercial paper.

Other (Income) Expense, Net


	13 Weeks Ended						39 Weeks Ended
(dollars in millions)	November 1, 2025		November 2, 2024		Percentage Change		November 1, 2025		November 2, 2024		Percentage Change
Other (income) expense, net	$	0.1	$	0.1	—	%	$	(62.0)	$	0.2	(31,100.0)	%

Other income, net was $62.0 million in the 39 weeks ended November 1, 2025 compared to expense of $0.2 million in the same period last year, primarily due to an insurance gain of approximately $62.0 million recognized in the first quarter of fiscal 2025 for the excess of the insurance proceeds received over the losses incurred for damaged property and equipment and damaged inventory associated with the tornado that destroyed our Marietta, Oklahoma Dollar Tree distribution center.

Provision for Income Taxes


	13 Weeks Ended								39 Weeks Ended
(dollars in millions)	November 1, 2025			November 2, 2024			Percentage Change		November 1, 2025			November 2, 2024			Percentage Change
Provision for income taxes	$	76.7		$	70.0		9.6	%	$	239.4		$	201.0		19.1	%
Effective tax rate	23.9		%	23.2		%	0.7	%	25.1		%	23.8		%	1.3	%

The effective tax rate increased to 23.9% for the 13 weeks ended November 1, 2025 compared to 23.2% for the comparable prior year period, primarily due to an increase in expected state taxes, partially offset by a decrease in non-deductible compensation.

The effective tax rate increased to 25.1% for the 39 weeks ended November 1, 2025 compared to 23.8% for the comparable prior year period, primarily due to an increase in expected state taxes and reduced benefits from the vesting of share-based payment awards, partially offset by a decrease in non-deductible compensation.

Liquidity and Capital Resources

We invest capital to build and open new stores, expand and renovate existing stores, enhance and grow our distribution network, operate our existing stores, maintain and upgrade our technology, and support our other strategic initiatives. Our working capital requirements for existing stores are seasonal in nature and typically reach their peak in the months of September and October. We have satisfied our seasonal working capital requirements for existing and new stores and have funded our distribution network programs and other capital projects from internally generated funds and borrowings under our credit facilities and commercial paper program.

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The following table compares our cash flows for the 39 weeks ended November 1, 2025 and November 2, 2024:


	39 Weeks Ended
(in millions)	November 1, 2025		November 2, 2024
Net cash provided by (used in):
Operating activities of continuing operations	$	958.5	$	1,335.8
Investing activities of continuing operations	(393.0)		(961.5)
Financing activities of continuing operations	(1,703.5)		(412.9)

Net cash provided by operating activities decreased $377.3 million primarily due to a decrease in accounts payable in the current year compared to an increase in the prior year, partially offset by inventory levels increasing at a lower rate compared to the prior year, and higher income from continuing operations.

Net cash used in investing activities decreased $568.5 primarily due to $672.0 million of net proceeds received for the sale of Family Dollar, and lower capital expenditures, partially offset by $246.0 million of cash divested from the sale of Family Dollar.

Net cash used in financing activities increased $1,290.6 million primarily due to the repayment of our $1.0 billion principal amount of 4.00% Senior Notes due May 15, 2025, and higher stock repurchases, partially offset by increased borrowings under our commercial paper program.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.S. The most significant impacts to the Company of the OBBBA are the immediate expensing of domestic research and development expenditures and the permanent reinstatement of bonus depreciation for qualifying properties. The Company expects the impact will defer the payment of approximately $100.0 million of current federal income taxes.

In connection with the sale of Family Dollar, completed on July 5, 2025, the Company expects to realize cash tax benefits from losses on the sale totaling approximately $425.0 million, subject to final adjustment under the terms of the purchase agreement.

At November 1, 2025, our long-term borrowings were $2.45 billion. Additionally, we had $1.5 billion available under our new Five-Year Credit Facility and $1.0 billion available under our 364-Day Revolving Credit Facility. Refer to Note 4 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further discussion of the new Five-Year Credit Facility and 364-Day Revolving Credit Facility. We have a commercial paper program which as of November 1, 2025 allowed us to issue unsecured commercial paper notes up to an aggregate amount outstanding at any time of $1.5 billion. 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. As of November 1, 2025, $620.0 million principal amount of notes were outstanding under the commercial paper program. Additionally, we have $85.0 million in trade letters of credit with various financial institutions, under which $3.1 million was committed to letters of credit issued for routine purchases of imported merchandise as of November 1, 2025.

Our credit facilities serve as a liquidity backstop for the repayment of notes outstanding under the commercial paper program. On November 10, 2025, we increased the size of our 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 our 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.

We repurchased 15,007,491 and 3,283,837 shares of common stock on the open market at a cost of $1.3 billion and $403.6 million, including applicable excise tax, during the 39 weeks ended November 1, 2025 and November 2, 2024, respectively. 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.

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Critical Accounting Estimates and Assumptions

Our condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. To prepare these financial statements, we must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosures of contingent assets and liabilities. Our estimates are often based on complex judgments, probabilities and assumptions that management believes to be reasonable, but that are inherently uncertain and unpredictable. It is also possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. Actual results could be significantly different from these estimates.

For a summary of our significant accounting policies and critical accounting estimates, refer to Note 2 of our Consolidated Financial Statements and Critical Accounting Estimates and Assumptions within Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to various types of market risk in the normal course of our business, including the impact of interest rate changes, diesel fuel cost changes and inflation. We may enter into interest rate or diesel fuel swaps to manage exposure to interest rate and diesel fuel price changes. We do not enter into derivative instruments for any purpose other than cash flow hedging and we do not hold derivative instruments for trading purposes.

Interest Rate Risk

Our exposure to interest rate risk relates to our Five-Year Credit Facility, our 364-Day Revolving Credit Facility, borrowings under our commercial paper program, and any future registered offerings of senior notes to raise capital or replace existing maturities. At November 1, 2025, there were no borrowings outstanding under the credit facilities and $620.0 million principal amount of notes were outstanding under the commercial paper program. A hypothetical increase of one percentage point on such borrowings would not materially affect our results of operations or cash flows.

Inflation Risk

The primary inflationary factors impacting our business include changes to the costs of merchandise, transportation (including the cost of diesel fuel), store construction-related costs, and labor. If these inflationary pressures become significant, we may not be able to fully offset such higher costs through adjustments to our product assortment, improvements in operational efficiencies or increases in our comparable store net sales. Our inability or failure to do so could harm our business, financial condition and results of operations.

Item 4. 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 Securities Exchange Act of 1934 (“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 November 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.

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 the second quarter of fiscal 2025, we converted an additional two distribution centers to the new system. No distribution centers were converted during the third quarter of fiscal 2025. In the third quarter of fiscal 2025, we implemented a new human capital management and payroll 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 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.

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

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

For information regarding legal proceedings in which we are involved, please see Note 3 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors.

There have been no material changes to the risk factors described in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended February 1, 2025, other than as set forth in the discussion of certain items that have impacted or could impact our business or results of operations during 2025 or in the future as disclosed in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table presents our share repurchase activity during the third quarter of 2025:


Fiscal Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions)
August 3, 2025 - August 30, 2025	621,750	$	114.46	621,750	$	2,321.1
August 31, 2025 - October 4, 2025	1,267,828	93.95		1,267,828	2,201.9
October 5, 2025 - November 1, 2025	2,160,836	94.82		2,160,836	1,997.0
Total	4,050,414	$	97.56	4,050,414	$	1,997.0

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.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

During the fiscal quarter ended November 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).

Item 6. Exhibits.

Incorporated by Reference

Exhibit

Exhibit Description

Form

Exhibit

Filing Date

Filed Herewith

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

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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Incorporated by Reference

Exhibit

Exhibit Description

Form

Exhibit

Filing Date

Filed Herewith

32.2

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101

The following financial statements from our Form 10-Q for the fiscal quarter ended November 1, 2025, formatted in Inline XBRL: (i) Condensed Consolidated Income Statements, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Shareholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) Notes to Unaudited Condensed Consolidated Financial Statements

104

The cover page from our Form 10-Q for the fiscal quarter ended November 1, 2025, formatted in Inline XBRL and contained in Exhibit 101

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SIGNATURES

Pursuant to the requirements 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.

Date:	December 3, 2025	By:	/s/ Stewart Glendinning
			Stewart Glendinning
			Chief Financial Officer
			(On behalf of the registrant and as principal financial officer)