← Back to DLTR filing summaryThis is the extracted source text from the SEC filing. Formatting may differ from the original document.
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, and the reinvestment of certain tariff refunds in our business;
•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 management of operating expenses and long-term approach to managing selling, general and administrative expenses;
•Our plans to add, refresh and renovate stores, improve store standards, operations and execution, and optimize and modernize stores and shelf space;
•Our customer connection, including the impacts of data-driven engagement and other marketing initiatives, and the in-store experience;
•Our expectations regarding traffic, and our customers’ response to our product offerings, value and shopping experience;
•Our expectations regarding the implementation and impact of investments in supply chain, including new distribution centers, enhancements to distribution facilities, warehouse, inventory, and transportation management systems, and the capabilities of our distribution center network;
•Our expectations regarding the implementation and impact of investments in our technology infrastructure, and our information security and cybersecurity plans, policies and procedures;
•The potential effect of general business or economic conditions on our customers and our business, including the direct and indirect effects of inflation, fuel prices, interest rates, labor shortages, consumer spending levels, and unemployment in our markets;
•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;
•Our expectations regarding our investment in our people, including wage investments, enhanced safety and working conditions, and other workforce initiatives, and increases in wage expenses, including increases in minimum wages by federal, state and local laws;
•Our expectations regarding net sales, comparable store net sales, adjusted earnings per share, gross profit margin and profitability, costs of goods sold, product mix, shrink rates, selling, general and administrative and other fixed costs, and our ability to leverage those costs;
•The expected and possible outcome, costs, and impact of pending or potential litigation, arbitrations, countervailing duties orders, other legal proceedings or governmental investigations, our plans regarding these matters, and the availability of indemnification or insurance with respect to such matters;
•Our capital allocation priorities, liquidity, cash needs and estimated capital expenditures, our expectations regarding our capital investments and uses of cash, and our ability to fund our future capital expenditures and working capital requirements;
•The impacts of recent legislation, including those affecting various tax regulations, and accounting principles; and
18
Table of Contents
•Management’s estimates associated with our critical accounting estimates and assumptions, including inventory valuation, self-insurance liabilities for general liability claims and valuations for our goodwill impairment analyses.
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 January 31, 2026 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:
•Our profitability is vulnerable to cost pressures from increases in merchandise, shipping, freight, fuel and energy, raw material, wage and benefit, and other operating costs.
•Risks associated with merchandise supply could adversely affect our financial performance.
•The direct and indirect impacts of tariffs and other related measures, our mitigation strategies, and our customers’ response and consumer behavior generally, could subject us to increased costs and other risks and adversely affect our financial performance.
•Higher costs and disruptions in our supply chain could have an adverse impact on our sales and profitability.
•Our growth is dependent on our ability to increase sales in existing stores and to expand our square footage profitably.
•Our sales and profitability are affected by our product assortment and customer response to the value and mix of products we sell.
•Changes in economic conditions such as inflation, fuel prices, interest rates, the availability of merchandise, helium or other raw materials, or the competition for and availability of qualified personnel, or consumer spending habits, could impact our sales or profitability.
•We face significant pressure from competitors which may reduce our sales and profits.
•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 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.
•We have risks related to the security of our facilities including risks of personal injury to customers or associates.
•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 executing or achieving the anticipated benefits of our reinvestment of tariff refunds or other important strategic initiatives, which may have an adverse impact on our business and financial results.
•We may not achieve the anticipated benefits of the sale of the Family Dollar business.
•We could 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 or interruption 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.
19
Table of Contents
•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.
•We use, and may over time increase the usage of, artificial intelligence and machine learning in our business, and challenges with properly managing its use could adversely affect our business.
•Current and potential competitors could have more significant online and mobile shopping platforms or other advances in technologies and capabilities (including artificial intelligence) than we currently do, which could impair our ability to compete effectively and adversely affect our results of operations.
•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.
•Our business is subject to evolving disclosure requirements and expectations with respect to social, environmental, and similar 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.
Except as otherwise required by law, 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.
Quarterly Financial Highlights
Financial highlights for the 13 weeks ended August 1, 2026, as compared to the 13 weeks ended August 2, 2025, include:
•Net sales increased 7.0% to $4,886.5 million primarily due to a 3.7% comparable store net sales increase and net sales of $225.9 million at non-comparable stores.
•Gross profit increased 33.4% to $2,094.3 million primarily due to the receipt of $368.7 million of tariff refunds, the 3.7% comparable store net sales increase, our net store growth, lower tariff costs and improvements in shrink.
•Selling, general and administrative expenses, as a percentage of total revenue, decreased 40 basis points to 29.2%.
•Transition services agreement income, net was $17.7 million compared to $8.0 million in the prior year quarter, resulting from services provided to Family Dollar following the sale.
•Operating income, as a percentage of total revenue, increased 900 basis points to 14.1%.
•The effective tax rate was 25.0%, a decrease of 50 basis points as compared to the prior year quarter.
•Income from continuing operations was $514.5 million, or $2.70 per diluted share, compared to $155.5 million, or $0.75 per diluted share, in the prior year quarter.
20
Table of Contents
Store Activity and Selected Sales Data
At August 1, 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 during the 26 weeks ended August 1, 2026 was approximately 9,170 selling square feet. A breakdown of the changes in store count and square footage is as follows:
26 Weeks Ended
August 1, 2026 August 2, 2025
Store Count:
Beginning 9,282 8,881
New stores 188 254
Stores converted from Family Dollar — 41
Closings (34) (28)
Ending 9,436 9,148
Relocations 9 3
Selling Square Feet (in millions):
Beginning 82.6 78.4
New stores 1.7 2.3
Stores converted from Family Dollar — 0.7
Closings (0.3) (0.2)
Ending 84.0 81.2
*Selling square footage impact of relocated stores is only provided if it equals or exceeds 0.1 million selling square feet.
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.
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. 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. 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:
13 Weeks Ended 26 Weeks Ended
August 1, 2026 August 2, 2025 August 1, 2026 August 2, 2025
Sales Growth 3.7% 6.5% 3.6% 5.9%
Change in Customer Traffic 0.4% 3.0% (0.3)% 2.8%
Change in Average Ticket 3.3% 3.4% 3.9% 3.1%
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.
21
Table of Contents
Net sales per selling square foot for the 52 weeks ended August 1, 2026 and August 2, 2025 is as follows:
52 Weeks Ended
August 1, 2026 August 2, 2025
Net sales per selling square foot $243 $237
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 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.
In addition, the tariff environment remains fluid. On February 20, 2026, the U.S. Supreme Court ruled that certain of the tariffs imposed in fiscal 2025 under the International Emergency Economic Powers Act (“IEEPA”) were unlawful and remanded the case to the U.S. Court of International Trade (“CIT”) to provide a remedy for importers who had paid the tariffs. On March 4, 2026, the CIT ordered U.S. Customs and Border Protection (“CBP”) to begin refunding all tariffs imposed under IEEPA. On April 20, 2026, CBP launched a process for importers to submit IEEPA refund claims. The Company submitted claims for refunds totaling $379 million in April 2026. In the second quarter of fiscal 2026, the Company began receiving refunds for IEEPA tariffs previously paid, totaling approximately $369 million, plus $14 million of interest. Approximately $369 million is reflected within “Cost of sales,” and the interest is reflected within “Other income, net” in the accompanying unaudited Condensed Consolidated Income Statements. We do not expect the amounts of the remaining refunds of IEEPA tariffs to be material.
During the second quarter, we began to reinvest certain of these proceeds in a number of initiatives designed to strengthen our business. We expect to reinvest a significant portion of the total tariff refunds in these initiatives over the remainder of 2026. For instance, we plan to direct approximately $40 million of these proceeds to a philanthropic fund that supports our associates and the communities served by our business. Consistent with our strategic initiatives noted below, we also are using a portion of these proceeds to strengthen customer value and reinforce our core brand promise—value, convenience, and discovery—including targeted pricing strategies, customer messaging and marketing, and incremental improvements in store conditions and operations. While we believe the reinvestment of tariff refunds is important to our business, there is no certainty that we will achieve the anticipated benefits, impacts or timing of these reinvestments or our strategic initiatives generally.
The U.S. has continued to announce new tariffs on various imported products during 2026, and there remains substantial uncertainty regarding the outcome of legal challenges to tariffs, the scope and duration of any newly announced tariffs, and the possibility of further additional or modified tariffs or other measures. As a result, our margins and operating results could vary significantly.
Expanded and Enhanced Assortment. 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 August 1, 2026, we carried our expanded multi-price assortment in the substantial majority of our stores. We are also expanding customer access through digital and delivery partnerships, such as Instacart, Uber Eats and Door Dash.
Agile Cost Management. We are implementing cost management strategies designed to mitigate cost pressures both in how we buy and distribute our products as well as the selling, general and administrative costs to support the business. Our merchandising approach includes five primary levers: renegotiating supplier terms, re-engineering products for efficiency, shifting country of origin where advantageous, discontinuing lower-margin or underperforming items, and executing targeted retail price adjustments when appropriate.
Beyond addressing the cost of goods sold, our strategy includes disciplined management of operating expenses. Following the sale of Family Dollar, we are reshaping our organization to align with the needs of the standalone Dollar Tree business, with a focus on operating leverage and scalable profitability. Our long-term objective includes reducing corporate selling, general and administrative expenses as a percentage of net sales through improved productivity, cost optimization, and right-sizing initiatives.
22
Table of Contents
New Store Growth and Improved Conditions. We continue to expand our store footprint while investing to modernize and optimize our fleet. We operate more than 9,400 stores and believe we have ample opportunities for new store growth in the future, supported by disciplined site selection and capital allocation. Our modernization efforts include refresh and renovation programs, which are designed to improve the customer shopping experience.
Improved Store Operations. We are focused on improving store standards and operational consistency to enhance the in-store experience and optimize shelf productivity. These actions are intended to strengthen customer connection, increase traffic and basket size, and drive higher returns on invested capital.
Supply Chain Optimization. We are modernizing our distribution network to improve flexibility, speed, and efficiency, including investments in expanded and optimized distribution center capacity, enhanced warehouse management systems, transportation improvements, and selective automation initiatives.
In April 2025, we announced plans to return to Marietta, Oklahoma, with a new, enhanced distribution center expected to be fully operational by spring 2027, with capacity to serve approximately 700 stores across the West and Southwest regions. Reconstruction of the Marietta, Oklahoma distribution center commenced in September 2025.
In October 2025, we announced the purchase of a distribution center outside Phoenix, Arizona. In May 2026, we celebrated the grand opening of this 1.0 million square foot facility with outbound deliveries to approximately 700 stores across Arizona, Colorado, Nevada, New Mexico, and Utah. These investments are expected to support long-term growth and improve network resilience, though they may modestly impact gross margin in the near-to-mid term as capacity ramps up.
Technology Investment. We are executing a multi-year plan to modernize our technology platform, replacing legacy systems with integrated, real-time tools that we believe can enhance decision-making and operational agility. Key investments include enhancements to our human capital management systems, supply chain platforms, and data analytics capabilities. These initiatives are intended to improve productivity, enable test-and-learn capabilities, and support scalable growth.
Human Capital. Our more than 150,000 associates remain foundational to our strategy. We continue to invest in competitive pay and benefits, training, career development, and initiatives designed to reduce turnover and improve productivity. Since 2023, we have promoted tens of thousands of associates and advanced initiatives focused on making it easier to work in our stores through improved tools and processes.
Sale and Separation of Family Dollar. On July 5, 2025, we completed our sale of the Family Dollar business to 1959 Holdings, LLC. Total cash generated from the sale approximated $793 million, consisting of approximately $680 million of net proceeds, including from settlement of net working capital and net indebtedness, and approximately $113 million monetized primarily through a reduction of net working capital prior to the date of sale. The Company has continuing involvement with Family Dollar under a transition services agreement, through which the Company and Family Dollar continue to provide certain services to each other for a period of 18 months following the date of sale. 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%.
23
Table of Contents
The following table contains results of operations data for the 13 and 26 weeks ended August 1, 2026 and August 2, 2025:
13 Weeks Ended 26 Weeks Ended
(in millions, except percentages) August 1, 2026 August 2, 2025 August 1, 2026 August 2, 2025
Revenues
Net sales $ 4,886.5 $ 4,566.8 $ 9,857.0 $ 9,203.3
Other revenue 4.7 3.6 10.0 6.8
Total revenue 4,891.2 4,570.4 9,867.0 9,210.1
Expenses and other operating items
Cost of sales 2,792.2 2,996.7 5,933.2 5,983.7
Selling, general and administrative expenses 1,426.6 1,350.7 2,809.2 2,619.3
Transition services agreement income, net 17.7 8.0 38.8 8.0
Operating income 690.1 231.0 1,163.4 615.1
Interest expense, net 17.8 22.8 34.1 45.5
Other income, net (14.1) (0.4) (19.5) (62.1)
Income from continuing operations before income taxes 686.4 208.6 1,148.8 631.7
Provision for income taxes 171.9 53.1 287.0 162.7
Income from continuing operations $ 514.5 $ 155.5 $ 861.8 $ 469.0
Gross profit margin 42.9 % 34.4 % 39.8 % 35.0 %
Selling, general and administrative expense rate 29.2 % 29.6 % 28.5 % 28.4 %
Transition services agreement income, net as a percentage of total revenue 0.4 % 0.2 % 0.4 % 0.1 %
Operating income margin 14.1 % 5.1 % 11.8 % 6.7 %
Income from continuing operations before income taxes as a percentage of total revenue 14.0 % 4.6 % 11.6 % 6.9 %
Effective tax rate 25.0 % 25.5 % 25.0 % 25.8 %
Income from continuing operations as a percentage of total revenue 10.5 % 3.4 % 8.7 % 5.1 %
Net Sales
13 Weeks Ended 26 Weeks Ended
(dollars in millions) August 1, 2026 August 2, 2025 Percentage Change August 1, 2026 August 2, 2025 Percentage Change
Net sales $ 4,886.5 $ 4,566.8 7.0 % $ 9,857.0 $ 9,203.3 7.1 %
Comparable store net sales change 3.7 % 6.5 % 3.6 % 5.9 %
The increase in net sales in the 13 weeks ended August 1, 2026 was primarily the result of the comparable store net sales increase and net sales of $225.9 million at non-comparable stores. Comparable store net sales increased 3.7% in the 13 weeks ended August 1, 2026, as a result of a 3.3% increase in average ticket and a 0.4% increase in customer traffic. The increase in average ticket was as a result of targeted retail price changes executed during the second and third quarters of fiscal year 2025 and higher mix of multi-price penetration.
The increase in net sales in the 26 weeks ended August 1, 2026 was primarily the result of the comparable store net sales increase and net sales of $493.6 million at non-comparable stores. Comparable store net sales increased 3.6% in the 26 weeks ended August 1, 2026, as a result of a 3.9% increase in average ticket, partially offset by a 0.3% decrease in customer traffic. The increase in average ticket was as a result of targeted retail price changes executed during the second and third quarters of fiscal year 2025 and higher mix of multi-price penetration.
In addition, global helium supply shortages negatively impacted sales during the second quarter and could continue to impact our results in the future.
24
Table of Contents
Gross Profit
13 Weeks Ended 26 Weeks Ended
(dollars in millions) August 1, 2026 August 2, 2025 Percentage Change August 1, 2026 August 2, 2025 Percentage Change
Gross profit $ 2,094.3 $ 1,570.1 33.4 % $ 3,923.8 $ 3,219.6 21.9 %
Gross profit margin 42.9 % 34.4 % 8.5 % 39.8 % 35.0 % 4.8 %
Gross profit margin increased during the 13 weeks ended August 1, 2026 due to an 850 basis point decrease in cost of sales. The cost of sales rate decreased to 57.1% during the 13 weeks ended August 1, 2026 from 65.6% during the same period last year primarily due to a 755 basis point benefit from the receipt of $368.7 million in tariff refunds, lower tariff costs, lower shrink from favorable inventory count results, and occupancy cost leverage, partially offset by higher markdowns including approximately $22.0 million related to our tariff reinvestment initiative, a $13.0 million charge recorded for antidumping and countervailing duties related to the imports of paper plates and aluminum pans, and unfavorable sales mix resulting from lower sales of high margin discretionary merchandise.
Gross profit margin increased during the 26 weeks ended August 1, 2026 due to a 480 basis point decrease in cost of sales. The cost of sales rate decreased to 60.2% during the 26 weeks ended August 1, 2026 from 65.0% during the same period last year primarily due to a 375 basis point benefit from the receipt of $368.7 million in tariff refunds, pricing initiatives executed during the second and third quarters of fiscal 2025, lower shrink from favorable inventory count results, and lower import freight costs, partially offset by higher tariff costs, higher markdowns including approximately $22.0 million related to our tariff reinvestment initiative, and a $13.0 million charge recorded for antidumping and countervailing duties related to the imports of paper plates and aluminum pans.
We expect additional costs to be incurred in the third and fourth quarters of fiscal 2026 related to our tariff refund reinvestment initiatives including additional markdowns, as well as higher freight expenses.
Selling, General and Administrative Expenses
13 Weeks Ended 26 Weeks Ended
(dollars in millions) August 1, 2026 August 2, 2025 Percentage Change August 1, 2026 August 2, 2025 Percentage Change
Selling, general and administrative expenses $ 1,426.6 $ 1,350.7 5.6 % $ 2,809.2 $ 2,619.3 7.3 %
Selling, general and administrative expense rate 29.2 % 29.6 % (0.4) % 28.5 % 28.4 % 0.1 %
The selling, general and administrative expense rate decreased 40 basis points during the 13 weeks ended August 1, 2026 primarily due to lower payroll expenses and lower consulting fees, partially offset by increased investments in marketing including costs related to our tariff reinvestment initiative, and higher depreciation expense from store investments. Payroll expenses decreased primarily due to lower store payroll as the labor needed to support our pricing initiatives in fiscal 2025 did not re-occur, lower temporary labor used to support our multi-price rollout and lower corporate payroll, partially offset by additional labor incurred for our tariff reinvestment initiatives. Selling, general and administrative expenses include costs to support the transition services agreement with Family Dollar.
The selling, general and administrative expense rate increased 10 basis points during the 26 weeks ended August 1, 2026 primarily due to increased investments in marketing including costs related to our tariff reinvestment initiative, higher general liability claims costs, and higher depreciation expense from store investments, partially offset by lower payroll expenses and consulting fees. Payroll expenses decreased primarily due to lower store payroll as the labor needed to support our pricing initiatives in fiscal 2025 did not re-occur, lower temporary labor used to support our multi-price rollout and lower corporate payroll, partially offset by wage increases and additional labor incurred for our tariff reinvestment initiatives. Selling, general and administrative expenses include costs to support the transition services agreement with Family Dollar.
We expect additional expenses to be incurred in the third and fourth quarters of fiscal 2026 related to our tariff refund reinvestment initiatives.
25
Table of Contents
Transition Services Agreement Income, Net
13 Weeks Ended 26 Weeks Ended
(dollars in millions) August 1, 2026 August 2, 2025 Percentage Change August 1, 2026 August 2, 2025 Percentage Change
Transition services agreement income, net $ 17.7 $ 8.0 121.3% $ 38.8 $ 8.0 385.0%
Transition services agreement income, net as a percentage of total revenue 0.4 % 0.2 % 0.2 % 0.4 % 0.1 % 0.3 %
Transition services agreement income, net was $17.7 million in the 13 weeks ended August 1, 2026 and $8.0 million in the same period last year, resulting from services provided to Family Dollar following the sale.
Transition services agreement income, net was $38.8 million in the 26 weeks ended August 1, 2026 and $8.0 million in the same period last year, resulting from services provided to Family Dollar following the sale.
Operating Income
13 Weeks Ended 26 Weeks Ended
(dollars in millions) August 1, 2026 August 2, 2025 Percentage Change August 1, 2026 August 2, 2025 Percentage Change
Operating income $ 690.1 $ 231.0 198.7 % $ 1,163.4 $ 615.1 89.1 %
Operating income margin 14.1 % 5.1 % 9.0 % 11.8 % 6.7 % 5.1 %
Operating income margin increased to 14.1% for the 13 weeks ended August 1, 2026 compared to 5.1% for the same period last year, resulting from the increase in gross profit margin and the decrease in the selling, general and administrative expense rate as described above, and net income from the transition services agreement with Family Dollar.
Operating income margin increased to 11.8% for the 26 weeks ended August 1, 2026 compared to 6.7% for the same period last year, resulting from the increase in gross profit margin as described above, and net income from the transition services agreement with Family Dollar, partially offset by the marginal increase in the selling, general and administrative expense rate.
Interest Expense, Net
13 Weeks Ended 26 Weeks Ended
(dollars in millions) August 1, 2026 August 2, 2025 Percentage Change August 1, 2026 August 2, 2025 Percentage Change
Interest expense, net $ 17.8 $ 22.8 (21.9) % $ 34.1 $ 45.5 (25.1) %
Interest expense, net decreased $5.0 million in the 13 weeks ended August 1, 2026 compared to the same period last year, primarily due to lower borrowings under our commercial paper program, partially offset by interest on our new $500 million Term Loan.
Interest expense, net decreased $11.4 million in the 26 weeks ended August 1, 2026 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 lower borrowings under our commercial paper program, partially offset by interest on our new $500 million Term Loan.
Other Income, Net
13 Weeks Ended 26 Weeks Ended
(dollars in millions) August 1, 2026 August 2, 2025 Percentage Change August 1, 2026 August 2, 2025 Percentage Change
Other income, net $ (14.1) $ (0.4) 3,425.0 % $ (19.5) $ (62.1) (68.6) %
Other income, net increased $13.7 million in the 13 weeks ended August 1, 2026 compared to the same period last year, primarily due to interest of $14 million received in the current year for tariff refunds.
26
Table of Contents
Other income, net decreased $42.6 million in the 26 weeks ended August 1, 2026 compared to the same period last year, primarily due to a higher insurance gain recognized in the prior year 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, partially offset by interest of $14 million received in the current year for tariff refunds. The insurance gain recognized in the first quarter of fiscal 2026 totaled $5.2 million compared to $62.0 million in fiscal 2025.
Provision for Income Taxes
13 Weeks Ended 26 Weeks Ended
(dollars in millions) August 1, 2026 August 2, 2025 Percentage Change August 1, 2026 August 2, 2025 Percentage Change
Provision for income taxes $ 171.9 $ 53.1 223.7 % $ 287.0 $ 162.7 76.4 %
Effective tax rate 25.0 % 25.5 % (0.5) % 25.0 % 25.8 % (0.8) %
The effective tax rate decreased to 25.0% for the 13 weeks ended August 1, 2026 compared to 25.5% for the comparable prior year period, primarily due to decreased permanent items and higher pre-tax income, partially offset by an increase in expected state taxes and lower Work Opportunity Tax credits.
The effective tax rate decreased to 25.0% for the 26 weeks ended August 1, 2026 compared to 25.8% for the comparable prior year period, primarily due to increased benefits from the vesting of share-based payment awards, partially offset by an increase in expected state taxes and lower Work Opportunity Tax credits.
Liquidity and Capital Resources
We invest capital to 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.
The following table compares our cash flows for the 26 weeks ended August 1, 2026 and August 2, 2025:
26 Weeks Ended
(in millions) August 1, 2026 August 2, 2025
Net cash provided by (used in):
Operating activities of continuing operations $ 1,565.5 $ 639.2
Investing activities of continuing operations $ (499.8) $ (21.2)
Financing activities of continuing operations $ (723.8) $ (1,636.0)
Net cash provided by operating activities increased $926.3 million primarily due to higher income from continuing operations, net of non-cash items, including the receipt of $383 million of tariff refunds, increases in accounts payable in the current year compared to decreases in the prior year, lower income tax payments in the current year, and reductions in merchandise inventories compared to a prior year increase. The change in accounts payable and merchandise inventories was primarily due to the timing of certain payments and receipts as well as our ongoing strategic initiative to improve shelf space productivity. The reduction in income tax payments in the current year is a result of tax benefits realized from losses on the sale of Family Dollar in fiscal 2025.
Net cash used in investing activities increased $478.6 million primarily due to $668.0 million of net proceeds received in the prior year from the sale of Family Dollar, and lower insurance recoveries for damaged property and equipment at our Dollar Tree distribution center in Marietta, Oklahoma, partially offset by cash divested from the sale of Family Dollar of $246.0 million. Capital expenditures were relatively unchanged from the prior year as we continue to invest in opening new stores and our supply chain network including the construction at our new distribution centers in Phoenix, Arizona and Marietta, Oklahoma.
Net cash used in financing activities decreased $912.2 million primarily due to $500.0 million in proceeds from our Term Loan in the current year and the repayment of our $1.0 billion principal amount of 4.00% Senior Notes in the prior year, partially offset by higher share repurchases in the current year and lower borrowings under our commercial paper program.
27
Table of Contents
At August 1, 2026, our long-term borrowings were $3.0 billion, including our new $500.0 million Term Loan which we entered into on March 19, 2026 as discussed further in Note 4 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Additionally, we had $1.5 billion available under our Five-Year Credit Facility, as well as borrowing capacity under our commercial paper program. Further, on March 20, 2026, the existing $1.0 billion 364-Day Revolving Credit Facility expired and all commitments thereunder were terminated. In connection with the maturity of the 364-Day Revolving Credit Facility on March 20, 2026, we decreased the size of our commercial paper program, with the issuance of commercial paper notes limited to a maximum aggregate amount outstanding at any time of $1.5 billion, compared to the previous maximum permitted of $2.5 billion. The $1.5 billion Five-Year Credit Facility serves as a liquidity backstop for the repayment of notes outstanding under the commercial paper program. At August 1, 2026, we had no borrowings outstanding under our Five-Year Credit Facility or our commercial paper program. We also had $85.0 million in trade letters of credit with various financial institutions, under which $2.5 million was committed to letters of credit issued for routine purchases of imported merchandise as of August 1, 2026.
We repurchased 11,136,764 shares of common stock on the open market and in a block trade transaction at a cost of $1.2 billion, including applicable excise tax, during the 26 weeks ended August 1, 2026. We repurchased 10,957,077 shares of common stock on the open market at a cost of $938.2 million, including applicable excise tax, during the 26 weeks ended August 2, 2025. Of the shares repurchased during the 26 weeks ended August 1, 2026 and August 2, 2025, $0.5 million and $5.5 million, respectively, settled subsequent to August 1, 2026 and August 2, 2025, respectively, and these amounts were accrued in the accompanying unaudited Condensed Consolidated Balance Sheets.
In June 2026, we repurchased $500.0 million of our common stock as part of a block trade involving selling stockholders including certain funds affiliated with Mantle Ridge LP which is reflected in the current year share repurchase activity above. In July 2026, our Board of Directors replenished our share repurchase authorization to an aggregate amount of $2.5 billion, consistent with the authorization limit previously approved by the Board in July 2025. At August 1, 2026, we had $2.49 billion remaining under the $2.5 billion Board repurchase authorization.
Subsequent to August 1, 2026, we purchased an additional 41,412 shares of common stock on the open market at a cost of $5.3 million as of August 25, 2026.
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 January 31, 2026.