DLTR

MKT CAP $23.5BP/E 15.4DIV YIELD —FCF YIELD 8.40%REV TTM $20.1B +8.2%NET INCOME $1.6BNET DEBT $1.4B52W 86.80 – 141.21SEC XBRL · TTM TO Invalid Date

How DLTR rewrote its risk factors

10-K ITEM 1A · FY2025 → FY2026

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Risk Factors ”: “Legal proceedings may adversely affect our reputation, business, results of operations or financial condition” and “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.” Item 4.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on The Nasdaq Global Select Market ® under the symbol “DLTR.” As of March 12, 2026, we had 1,823 shareholders of record.
In July 2025, our Board of Directors replenished the Company’s share repurchase authorization to an aggregate amount of $ 2.5 billion, reflecting the limit previously approved by the Board in September 2021.
Under the Board repurchase authorization, we may repurchase our common stock in open market or privately negotiated transactions with financial institutions.
The following table presents our share repurchase activity during the fourth quarter of fiscal 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) November 2, 2025 - November 29, 2025 1,711,878 $ 102.82 1,711,878 $ 1,821.0 November 30, 2025 - January 3, 2026 — $ — — $ 1,821.0 January 4, 2026 - January 31, 2026 457,145 $ 122.85 457,145 $ 1,764.9 Total 2,169,023 2,169,023 We repurchased 17,176,514, 3,283,837 and 3,905,599 shares of common stock on the open market at a cost of $1.6 billion, $403.6 million and $504.3 million, including applicable excise tax, in fiscal 2025, fiscal 2024 and fiscal 2023, respectively.
Of the shares repurchased during fiscal 2025, $ 9.0 million settled subsequent to January 31, 2026 and this amount was accrued in the accompanying Consolidated Balance Sheets.
As of January 31, 2026, we had $ 1.8 billion remaining under the $ 2.5 billion Board repurchase authorization.
Subsequent to January 31, 2026, we purchased an additional 1,598,978 shares of common stock on the open market at a cost of $ 192.7 million, as of March 12, 2026.
Stockholder Matters We historically have retained our cash flow from operations for the development and expansion of our business, the repayment of indebtedness and, as authorized by our Board of Directors, the repurchase of stock.
While we have never declared or paid any cash dividend on our common stock, we regularly evaluate our cash and capital allocation priorities.
Any future determination to pay cash dividends on our common stock will be at the discretion of our Board of Directors and will depend on our financial condition, operating results and other business and economic factors our Board of Directors may deem relevant.
Stock Performance Graph The following graph sets forth the yearly percentage change in the cumulative total shareholder return on our common stock during the five fiscal years ended January 31, 2026, compared with the cumulative total returns of the S&P 500 Index and the S&P 500 Consumer Discretionary Distribution & Retail Index.
The comparison assumes that $100 was invested in our common stock and in each of the foregoing indices at the market close on the last trading day of the fiscal year ended January 30, 2021, and that dividends were reinvested.
Year Ended January 30, 2021 January 29, 2022 January 28, 2023 February 3, 2024 February 1, 2025 January 31, 2026 Dollar Tree, Inc. $100.00 $126.39 $147.91 $136.45 $72.15 $115.67 S&P 500 Index $100.00 $123.29 $113.16 $136.72 $172.78 $201.03 S&P 500 Consumer Discretionary Distribution & Retail Index $100.00 $108.64 $88.85 $114.73 $161.20 $164.12 Item 6.
Management’s Discussion and Analysis of Financial Condition and Results of Operations This section of Form 10-K generally discusses fiscal 2025 and fiscal 2024 events and results, and year-to-year comparisons between fiscal 2025 and fiscal 2024.
Discussions of fiscal 2023 items and year-to-year comparisons between fiscal 2024 and fiscal 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended February 1, 2025.
In Management’s Discussion and Analysis, we explain the general financial condition and the results of operations for our company, including, factors that affect our business, analysis of annual changes in certain line items in the consolidated financial statements, expenditures incurred for capital projects and sources of funding for future expenditures.
Financial Statements and Supplementary Data ” of this Form 10-K. 2025 Financial Highlights Financial highlights for the fiscal year ended January 31, 2026, as compared to the fiscal year ended February 1, 2025, include: • Net sales increased 10.4% to $19,395.7 million due to a 5.3% comparable store net sales increase and net sales of $1.4 billion at non-comparable stores. • Gross profit increased 12.2% to $7,050.7 million primarily due to the 5.3% comparable store net sales increase, our net store growth, and lower freight costs.
Gross profit, as a percentage of net sales, increased 60 basis points to 36.4%. • Selling, general and administrative expenses, as a percentage of total revenues, increased 70 basis points to 28.2%. • Transition services agreement income, net was $54.9 million resulting from services provided to Family Dollar following the sale. • Operating income, as a percentage of total revenues, increased 20 basis points to 8.5%. • The effective tax rate was 24.8%, an increase of 10 basis points as compared to the prior year. • Income from continuing operations was $1,225.3 million, or $5.94 per diluted share, compared to $1,042.5 million, or $4.83 per diluted share in the prior year.
Store Activity and Selected Sales Data At January 31, 2026, we operated stores in 48 states and the District of Columbia, as well as stores in seven Canadian provinces.
The average size of stores opened in fiscal 2025 was approximately 9,210 selling square feet.
A breakdown of the changes in store count and square footage is as follows: Year Ended January 31, 2026 February 1, 2025 February 3, 2024 Store Count: Beginning 8,881 8,415 8,134 New stores 402 525 333 Stores converted from Family Dollar 71 12 15 Closings (72) (71) (67) Ending 9,282 8,881 8,415 Relocations 9 22 31 Selling Square Feet (in millions): Beginning 78.4 73.1 70.5 New stores 3.7 5.8 3.1 Stores converted from Family Dollar* 1.1 0.1 0.1 Closings (0.6) (0.6) (0.6) Ending 82.6 78.4 73.1 *Selling square footage impact of converted or relocated stores is only provided if it equals or exceeds 0.1 million selling square feet.
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.
Fiscal 2025 and fiscal 2024, which ended on January 31, 2026 and February 1, 2025, respectively, each included 52 weeks.
The 53rd week in fiscal 2023 added approximately $307.0 million in sales.
Our net sales are derived from the sale of merchandise at new stores and at comparable stores.
We use comparable store net sales to evaluate the performance of our existing stores from one year to the next.
Comparable stores 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 year in the calculation of comparable store net sales.
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.
Comparable store sales measures vary across the retail industry.
As a result, our comparable store net sales calculation is not necessarily comparable to similarly titled measures reported by other companies.
The percentage change in comparable store net sales, as compared with the preceding year, is as follows: Year Ended January 31, 2026 February 1, 2025 February 3, 2024 Sales Growth 5.3 % 1.8 % 5.8 % Change in Customer Traffic 1.0 % 1.6 % 7.4 % Change in Average Ticket 4.3 % 0.1 % (1.5) % 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.
The comparable store net sales change for the years ended January 31, 2026 and February 1, 2025 is based on a 52-week comparison for both periods included in the calculation.
Net sales per selling square foot for the last three fiscal years is as follows: 52 Weeks Ended 53 Weeks Ended January 31, 2026 February 1, 2025 February 3, 2024 Net sales per selling square foot $241 $232 $234 The 53 rd week in fiscal 2023 contributed $4 to the total net sales per selling square foot.
Strategic Initiatives and Recent Developments We continue to execute on strategic initiatives to accelerate profitable growth for Dollar Tree as a standalone banner following the sale of Family Dollar.
At our 2025 Investor Day held on October 15, 2025, we outlined our strategic plan that will help drive profitable sales growth: (i) expanding and enhancing our product assortment, (ii) managing costs with agility and discipline, (iii) strengthening our customer connection through data-driven marketing and other initiatives, (iv) opening new stores and improving store conditions, and (v) improving store operations and consistent execution to enhance the experience for our customers and our associates – all supported by supply chain enhancements, disciplined financial management, technology and investment in our people.
A central pillar of our strategy is expanding and refining our multi-price assortment to deliver a broader, more relevant offering while preserving our foundational value proposition.
Our multi-price strategy is designed to increase basket size and drive margin expansion by introducing complementary products, new categories, larger pack sizes, and select branded and licensed items that we could not historically offer under a single price point.
As of January 31, 2026, we carried our expanded multi-price assortment in the majority of our stores.

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Risk Factors ”: “ Legal proceedings may adversely affect our reputation, business, results of operations or financial condition” on page 19 and “ 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” on page 20.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on The Nasdaq Global Select Market ® under the symbol “DLTR.” As of March 24, 2025, we had 1,909 shareholders of record.
Under the existing Board repurchase authorization, we may repurchase up to $ 2.5 billion of our common stock in open market or privately negotiated transactions with financial institutions.
We repurchased 3,283,837 , 3,905,599 and 4,613,696 shares of common stock on the open market at a cost of $ 403.6 million, $ 504.3 million and $ 647.5 million, including applicable excise tax, in fiscal 2024, fiscal 2023 and fiscal 2022, respectively.
The fiscal 2024 share repurchases occurred prior to the fourth quarter.
As of February 1, 2025, we had $ 952.4 million remaining under our existing $ 2.5 billion Board repurchase authorization.
Stockholder Matters We anticipate that substantially all of our cash flow from operations in the foreseeable future will be retained for the development and expansion of our business, the repayment of indebtedness and, as authorized by our Board of Directors, the repurchase of stock.
We do not anticipate paying cash dividends on our common stock in fiscal 2025.
Stock Performance Graph The following graph sets forth the yearly percentage change in the cumulative total shareholder return on our common stock during the five fiscal years ended February 1, 2025, compared with the cumulative total returns of the S&P 500 Index and the S&P 500 Consumer Discretionary Distribution & Retail Index.
The comparison assumes that $100 was invested in our common stock and in each of the foregoing indices at the market close on the last trading day of the fiscal year ended February 1, 2020, and that dividends were reinvested.
Year Ended February 1, 2020 January 30, 2021 January 29, 2022 January 28, 2023 February 3, 2024 February 1, 2025 Dollar Tree, Inc. $100.00 $116.76 $147.57 $172.70 $159.31 $84.24 S&P 500 Index 100.00 117.25 144.56 132.68 160.30 202.59 S&P 500 Consumer Discretionary Distribution & Retail Index 100.00 141.39 153.61 125.62 162.21 227.91 Item 6.
Management’s Discussion and Analysis of Financial Condition and Results of Operations In Management’s Discussion and Analysis, we explain the general financial condition and the results of operations for our company, including, factors that affect our business, analysis of annual changes in certain line items in the consolidated financial statements, expenditures incurred for capital projects and sources of funding for future expenditures.
Financial Statements and Supplementary Data ” of this Form 10-K.
During fiscal 2024, the Family Dollar business met the held for sale and discontinued operations accounting criteria.
Accordingly, the results of operations of the Family Dollar business are reported as discontinued operations in the accompanying Consolidated Statements of Operations for all periods presented and the related assets and liabilities are classified as assets and liabilities of discontinued operations in the accompanying Consolidated Balance Sheets.
Unless otherwise noted, all amounts, percentages and discussions below reflect only the results of operations and financial condition of our continuing operations.
Overview We are a leading operator of more than 8,800 retail discount stores, as of February 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 preferences 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 year in the calculation of comparable store net sales, which has the effect of increasing our comparable store net sales.
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. 2024 Financial Highlights Financial highlights for the fiscal year ended February 1, 2025, as compared to the fiscal year ended February 3, 2024, include: • Net sales increased 4.7% to $17,565.8 million, due to a 1.8% comparable store net sales increase and net sales of $1.1 billion at non-comparable stores.
The 53 rd week in fiscal 2023 accounted for $307.0 million of the total net sales. • Gross profit increased 4.5% to $6,281.7 million as a result of our net store growth.
Gross profit, as a percentage of net sales, remained unchanged in fiscal 2024 as the cost of sales rate is 64.2% in both fiscal 2024 and 2023. • Selling, general and administrative expenses, as a percentage of total revenues, increased 220 basis points to 27.5%. • Operating income, as a percentage of total revenues, decreased 230 basis points to 8.3%. • The effective tax rate increased to 24.7% compared to 23.8% in the prior year. • Income from continuing operations was $1,042.5 million, or $4.83 per diluted share, compared to $1,265.8 million, or $5.76 per diluted share.
Store Activity & Selected Sales Data At February 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 in fiscal 2024 was approximately 10,990 selling square feet.
A breakdown of the changes in store count and square footage is as follows: Year Ended February 1, 2025 February 3, 2024 January 28, 2023 Store Count: Beginning 8,415 8,134 8,061 New stores 525 333 131 Stores converted from or to Family Dollar 12 15 (5) Closings (71) (67) (53) Ending 8,881 8,415 8,134 Relocations 22 31 28 Selling Square Feet (in millions): Beginning 73.1 70.5 69.7 New stores 5.8 3.1 1.1 Stores converted from or to Family Dollar* 0.1 0.1 — Closings (0.6) (0.6) (0.4) Relocations* — — 0.1 Ending 78.4 73.1 70.5 *Selling square footage impact of converted or relocated stores is only provided if it equals or exceeds 0.1 million selling square feet.
Similarly, stores converted from a Family Dollar store to a Dollar Tree store, or vice versa, are reflected in the table above when they opened or closed, respectively.
Fiscal 2024 and fiscal 2022 which ended on February 1, 2025 and January 28, 2023, respectively, each included 52 weeks.
The 53 rd week in fiscal 2023 added approximately $307.0 million in sales.
The percentage change in comparable store net sales, as compared with the preceding year, is as follows: Year Ended February 1, 2025 February 3, 2024 January 28, 2023 Sales Growth 1.8 % 5.8 % 9.0 % Change in Customer Traffic 1.6 % 7.4 % (3.9) % Change in Average Ticket 0.1 % (1.5) % 13.4 % 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.
The comparable store net sales change for the years ended February 1, 2025 and January 28, 2023 is based on a 52-week comparison for both periods included in the calculation.
Net sales per selling square foot for the last three fiscal years is as follows: 52 Weeks Ended 53 Weeks Ended 52 Weeks Ended February 1, 2025 February 3, 2024 January 28, 2023 Net sales per selling square foot $232 $234 $220 The 53 rd week in fiscal 2023 contributed $4 to the total net sales per selling square foot.
Strategic Initiatives and Recent Developments We continue to execute on a number of strategic initiatives to drive productive sales growth, improve operating efficiency, invest in technology, and expand our culture of service to our associates.
These initiatives include, among others, and in no particular order, the following: Dollar Tree Merchandising.
We continue to expand our brand assortment at the $1.25 price point to provide greater value to our customers and increase customer traffic and store productivity.
We are continuing to expand our multi-price product assortment, which began with the introduction of $3 and $5 products in select discretionary categories, expanded into $3, $4 and $5 frozen and refrigerated product, and now comprises a wide assortment of other consumable and discretionary product at varying price points.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2025 ↗, FY2026 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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