DEF 14A of Dollar Tree, Inc., May 1, 2026

DEF 14A of Dollar Tree, Inc.

Filed May 1, 2026 · FY20250001104659-26-053500

Open on EDGAR

  1. Our Board

    Our Board The Board is committed to ensuring it has the relevant diversity of skills and experience to oversee the Company, its management, its strategic plan and the execution of that plan. The Board believes that our director nominees, as a group, represent an effective mix of skills, experiences and perspectives.

  2. Our Board

    | Director Name | Current or Former Principal Occupation | Director Since | Independent | Public Boards (including Dollar Tree) | | Michael C. Creedon, Jr. | Chief Executive Officer of Dollar Tree, Inc. | 2025 | No | 1 | | William W. Douglas III | Former Executive Vice President and Chief Financial Officer of Coca-Cola Enterprises, Inc. | 2025 | Yes | 3 | | Cheryl W. Grisé | Former Executive Vice President of Northeast Utilities and Chief Executive Officer of its principal operating companies | 2022 | Yes | 2 | | Daniel J. Heinrich | Former Chief Financial Officer of The Clorox Company | 2022 | Yes | 1 | | Paul C. Hilal | Founder and Chief Executive Officer of Mantle Ridge LP | 2022 | Yes | 3 | | Timothy A. Johnson | Former Chief Financial Officer and Chief Administrative Officer of Victoria’s Secret & Co. | 2025 | Yes | 3 | | Edward J. Kelly, III | Retired Chairman of the Institutional Clients Group of Citigroup, Inc. | 2022 | Yes | 2 | | Diane E. Randolph | Former Chief Information Officer of Ulta Beauty | 2023 | Yes | 2 | | Bertram L. Scott | Former President and Chief Executive Officer of Affinity Health Plan | 2022 | Yes | 4 | | Stephanie P. Stahl | Former Global Marketing and Strategy Officer of Coach, Inc. | 2018 | Yes | 4 |

  3. Strong Independent Board Leadership

    Strong Independent Board Leadership Our Board is led by our Chairman and our Vice Chairman. In November 2024, Edward J. Kelly, III, an independent director, was elected as our Chairman following Richard Dreiling’s departure from the Company. For more details, see “Board Leadership Structure” on page 15. The independence of our Board is supported by the strong leadership roles held by the chairs of our standing committees. The chairs and members of our standing committees are all independent members of our Board. The charters of each of our standing committees (namely, the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, the Finance Committee and the Sustainability and Corporate Social Responsibility Committee) outline duties and responsibilities of each committee to oversee critical and strategically important functions of our business. For more details, see “Board Committees” on page 16.

  4. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  5. Director Skills Matrix

    Director Skills Matrix The tables below describe the key skills and experiences that we believe are essential to oversight of our business and the skills, experience and qualifications of each of our nominees for director. The director biographies beginning on page 8 describe each nominee’s background and relevant experience in more detail.

  6. Director Skills Matrix

    | Director Skills and Experience | Key Qualifications for Dollar Tree | | Executive Leadership | Dollar Tree is a large international company. Our directors with executive leadership experience have served as an executive officer of a large public or private company. | | Financial Management | Dollar Tree is a publicly traded company that manages its resources responsibly and has an obligation to make accurate financial disclosures. We identified the directors with chief financial officer, chief accounting officer or similar experience or experience on a board overseeing finance, accounting or financial reporting functions, including those directors who qualify as an “audit committee financial expert” under applicable SEC rules. | | Consumer/Retail Industry | Dollar Tree operates approximately 9,000 stores that provide retail products to customers in communities across North America. We identified the directors with executive level experience with companies in the consumer or retail industries or experience on the board of directors of a company in the consumer or retail industry. | | Marketing/Advertising/ Communications | Our Dollar Tree brand and the branded products sold in our stores are trusted and valued by our customers. We identified the directors with executive level experience in marketing consumer products or experience on the board of directors of a marketing or consumer products company. | | Strategic Planning | Our strategic vision and our ability to execute on the vision is important to our ability to grow and deliver long-term value to our shareholders. We identified the directors with experience in developing and executing long-term strategic plans. | | Operations | Dollar Tree operates approximately 9,000 retail stores across North America. We identified the directors with experience on the board of directors of a company with large retail operations. | | Human Capital Management | Dollar Tree has approximately 150,000 associates who are a vital resource in the operation of our company. We identified the directors with executive level experience in human resources management or managing a large workforce or experience on a board of directors overseeing those functions. | | Information Technology/ Cybersecurity | Dollar Tree leverages information technology tools to operate our business and enhance our customer’s experience and we continue to invest in tools to improve our performance and the security of our information technology systems. We identified the directors with executive level experience in the fields of information technology and cybersecurity or experience on the board of directors of a company that provides information technology or cybersecurity products or services. | | Risk Management | Dollar Tree is subject to a variety of risks that we work to manage and mitigate through diligent action and thoughtful leadership. We identified the directors with executive level experience in enterprise risk management or on a board of directors overseeing risk management functions. | | Global Sourcing/Supply Chain | Dollar Tree merchandise is sourced from domestic and international vendors around the world using a network of distribution centers to deliver a high volume of products to our stores. We identify the directors with experience on the board of directors of a company with global supply chain operations. |

  7. Director Skills Matrix

    | | Creedon | Douglas | Grise´ | Heinrich | Hilal | Johnson | Kelly | Randolph | Scott | Stahl | | Director Skills and Experience | | | | | | | | | | | | Executive Leadership | • | • | • | • | • | • | • | • | • | • | | Financial Management | | • | | • | | • | • | | • | | | Consumer/Retail Industry | • | • | • | • | | • | | • | • | • | | Marketing/Advertising/Communications | • | | | | | | | | | • | | Strategic Planning | • | • | • | • | • | • | • | • | • | • | | Operations | • | • | • | • | • | • | | | • | • | | Human Capital Management | | | • | | | | | | | • | | Information Technology/Cybersecurity | | | | • | | | | • | | | | Risk Management | | | • | • | | • | • | | • | | | Global Sourcing/Supply Chain | • | • | | | | | | • | | • | | Director Qualifications | | | | | | | | | | | | Dollar Tree Independent Director | | • | • | • | • | • | • | • | • | • | | Dollar Tree Board Tenure (years) | 1 | 1 | 4 | 4 | 4 | 1 | 4 | 2 | 4 | 8 | | Other Public Board Experience | | • | • | • | • | • | • | • | • | • | | Demographic Background | | | | | | | | | | | | Age | 50 | 65 | 73 | 70 | 59 | 59 | 72 | 71 | 75 | 59 |

  8. BIOGRAPHIES OF DIRECTOR NOMINEES

    BIOGRAPHIES OF DIRECTOR NOMINEES

  9. BIOGRAPHIES OF DIRECTOR NOMINEES

    | MICHAEL C. CREEDON, JR. Chief Executive Officer of Dollar Tree, Inc. | Age 50 | Director since 2025 Board Committees: ▪ None | Other Public Company Board Experience ▪ None | | | Key Skills, Experience and Expertise: Mr. Creedon brings to our Board substantial executive leadership and retail operational experience. As the current Chief Executive Officer and former Chief Operating Officer of the Company, he has significant experience in executing the Company’s growth strategy as a leader in value retailing. | | | Biography Mr. Creedon has served as the Chief Executive Officer of Dollar Tree, Inc. since December 18, 2024. He also served as interim Chief Executive Officer of the Company from November 2024 to December 2024 and as Chief Operating Officer of the Company from October 2022 to November 2024. Prior to joining the Company, Mr. Creedon held several executive leadership roles with Advance Auto Parts, Inc., including Executive Vice President of U.S. Stores from March 2021 to October 2022, President, U.S. Stores from March 2020 to March 2021, and President, North Division from February 2017 to March 2020. Before joining Advance Auto Parts, Inc., Mr. Creedon held leadership roles at Tyco International from September 2010 to November 2013 and ADT Security from October 2004 to September 2010. | | |

  10. BIOGRAPHIES OF DIRECTOR NOMINEES

    | WILLIAM W. DOUGLAS III Former Executive Vice President and Chief Financial Officer of Coca-Cola Enterprises, Inc. | Age 65 | Director since 2025 Independent Board Committees: ▪ Audit, Chair ▪ Compensation | Other Public Company Board Experience ▪ SiteOne Landscape Supply (since 2016) ▪ Monster Beverages Corporation (since 2025) | | | Key Skills, Experience and Expertise: Mr. Douglas brings to our Board substantial domestic and international retail experience. He has held leadership roles in IT, finance, and supply chain. He is an esteemed financial leader who provides a strong understanding of today’s competitive retail landscape. In addition, our Board has determined that Mr. Douglas qualifies as an Audit Committee financial expert. | | | Biography Mr. Douglas is the former Chief Financial Officer of Coca-Cola Enterprises, Inc. He held that position and other senior leadership positions at Coca-Cola Enterprises, Inc. and Coca-Cola HBC from 1985 to 2016. He currently serves on the Board of Directors of SiteOne Landscape Supply and Monster Beverages Corporation. | | |

  11. BIOGRAPHIES OF DIRECTOR NOMINEES

    | CHERYL W. GRISÉ Former Executive Vice President of Northeast Utilities and CEO of its principal operating companies | Age 73 | Director since 2022 Independent Board Committees: ▪ Compensation, Chair ▪ Nominating & Governance | Other Public Company Board Experience ▪ ICF International, Inc. (2012 to 2024) ▪ PulteGroup, Inc. (since 2008) ▪ Metlife, Inc. (2004 – 2025) ▪ Pall Corporation (2007 to 2015) ▪ Dana Corporation (2002 to 2008) | | | Key Skills, Experience and Expertise: Ms. Grisé brings to our Board substantial executive leadership experience with a large consumer facing business, a strong governance and legal background and an unusually solid and strong record of leadership in public company boardrooms in many different sectors. She was named by the National Association of Corporate Directors (NACD) to their Top 100, a list of the top 100 most influential directors in the U.S. | | | Biography Ms. Grisé is the former Executive Vice President of Northeast Utilities (now known as Eversource Energy) and Chief Executive Officer of its principal operating companies. She held those positions and other senior leadership positions at Northeast Utilities from 1998 to 2007. She currently serves on the Board of Directors of PulteGroup, Inc. | | |

  12. BIOGRAPHIES OF DIRECTOR NOMINEES

    | DANIEL J. HEINRICH Former Chief Financial Officer of The Clorox Company | Age 70 | Director since 2022 Independent Board Committees: ▪ Audit ▪ Finance, Chair | Other Public Company Board Experience ▪ Lowe’s Companies, Inc. (2021 to 2023) ▪ Aramark (2013 to 2023) ▪ Ball Corporation (2016 to 2022) ▪ Edgewell Personal Care Company (2012 to 2022) ▪ Advanced Medical Optics (2007 to 2009) | | | Key Skills, Experience and Expertise: Mr. Heinrich brings to our Board substantial experience as a director and executive at consumer-packaged goods companies and consumer-facing businesses. He has extensive executive-level financial knowledge and experience and has developed strong expertise in the areas of strategic business development, risk management, mergers and acquisitions, accounting and information technology. In addition, our Board has determined that Mr. Heinrich qualifies as an Audit Committee financial expert. | | | Biography Mr. Heinrich is the former Chief Financial Officer of The Clorox Company. He held that position and other senior leadership positions at The Clorox Company from 2001 to 2011. Prior to that, he served as the Senior Vice President and Treasurer of Transamerica Finance Corporation from 1996 to 2001; Senior Vice President, Treasurer and Controller of Granite Management Company from 1994 to 1996; Senior Vice President, Controller and Chief Accounting Officer of First Nationwide Bank from 1986 to 1994; and Senior Audit Manager at Ernst & Young from 1978 to 1986. | | |

  13. BIOGRAPHIES OF DIRECTOR NOMINEES

    | PAUL C. HILAL Founder and Chief Executive Officer of Mantle Ridge LP | Age 59 | Director since 2022 Independent Vice Chair of the Board Board Committees: ▪ Compensation ▪ Finance ▪ Nominating & Governance | Other Public Company Board Experience ▪ CSX Corporation (since 2017) ▪ Air Products and Chemicals, Inc. (since 2025) ▪ Aramark Corporation (2019 to 2023) ▪ Canadian Pacific Railway Limited (2012 to 2016) | | | Key Skills, Experience and Expertise: Mr. Hilal brings to our Board substantial experience enabling companies to successfully effect value-creating change. His experience as a value investor, capital allocator and engaged steward during corporate transformations, in addition to his knowledge of the Company, enables him to contribute to the Board and its mission in unique and extremely valuable ways. Additionally, Mr. Hilal’s experience serving on the boards of multiple public companies allows him to provide key strategic perspectives to the Board. | | | Biography Mr. Hilal is the Founder and Chief Executive Officer of Mantle Ridge LP, an investment fund. Prior to launching Mantle Ridge LP, Mr. Hilal served as a Partner and Senior Investment Professional at Pershing Square Capital Management from 2006 to 2016, Managing Partner at Caliber Capital Management from 2002 to 2005, Partner at Hilal Capital Management from 1998 to 2001 and Acting Chief Executive Officer of WorldTalk Communications Corporation from 1999 to 2000. Mr. Hilal currently serves on the Board of Directors of CSX Corporation and Air Products and Chemicals, Inc. | | |

  14. BIOGRAPHIES OF DIRECTOR NOMINEES

    | TIMOTHY A. JOHNSON Former Chief Financial and Administrative Officer of Victoria’s Secret & Company | Age 59 | Director since 2025 Independent Board Committees: ▪ Finance ▪ Sustainability and CSR | Other Public Company Board Experience ▪ Brinker International, Inc. (since 2025) ▪ Driven Brands Holdings Inc. (since 2026) ▪ The Aaron’s Company, Inc. (2021 to 2024) | | | Key Skills, Experience and Expertise: Mr. Johnson brings to our Board more than 30 years of retail leadership experience. He is an esteemed financial leader who provides a strong understanding of today’s competitive retail landscape. | | | Biography Mr. Johnson is the former Chief Financial and Administrative Officer of Victoria’s Secret & Company, a position he held from 2021 to 2025. He previously served as Chief Financial and Administrative Officer of Big Lots Incorporated from 2015 to 2019 and Chief Financial Officer from 2012 to 2015, and he held various other executive roles from 2000 to 2012. Earlier in his career, he held senior level roles at The Limited, Inc. and began his career in public accounting as a Certified Public Accountant for Coopers & Lybrand. Mr. Johnson is the Managing Director of his own consulting firm, Fairway Consulting LLC. He currently serves on the Board of Directors of Brinker International, Inc. and Driven Brands Holdings Inc. | | |

  15. BIOGRAPHIES OF DIRECTOR NOMINEES

    | EDWARD J. KELLY, III Retired Chairman of the Institutional Clients Group of Citigroup, Inc. | Age 72 | Director since 2022 Independent Chairman of the Board Board Committees: ▪ Compensation ▪ Nominating & Governance, Chair ▪ Sustainability and CSR | Other Public Company Board Experience ▪ Citizens Financial Group, Inc. (since 2019) ▪ Metlife, Inc. (2015 – 2025) ▪ CSX Corporation (2002 to 2019) ▪ XL Group (2014 to 2018) | | | Key Skills, Experience and Expertise: Mr. Kelly brings to our Board business, strategic, financial and legal acumen and extensive leadership expertise. His experience includes key roles in building a client-centric model and managing the global operations of a major financial institution. In addition, he provides a local perspective as a long-time Virginia resident and lecturer at the University of Virginia School of Law. | | | Biography Mr. Kelly is the former Chairman of the Institutional Clients Group of Citigroup, Inc. He served in that role and other senior leadership positions at Citigroup, Inc. from 2008 to 2014, including Chairman of Global Banking, Vice Chairman, Chief Financial Officer and Head of Global Banking, President and Chief Executive Officer of Citi Alternative Investments. Prior to Citigroup, Mr. Kelly served as Managing Director of The Carlyle Group from 2007 to 2008, Vice Chairman of PNC Financial Services Group, Inc. in 2007, Chairman and Chief Executive Officer of Mercantile Bankshares Corporation from 2001 to 2007, Managing Director of J.P. Morgan from 1995 to 2001, General Counsel of J.P. Morgan from 1994 to 1995 and Partner at Davis Polk & Wardwell, LLP from 1988 to 1994. | | |

  16. BIOGRAPHIES OF DIRECTOR NOMINEES

    | DIANE E. RANDOLPH Former Chief Information Officer of Ulta Beauty | Age 71 | Director since 2023 Independent Board Committees: ▪ Audit ▪ Finance | Other Public Company Board Experience ▪ Shoe Carnival, Inc. (since 2021) ▪ Core Mark Holding Company (2020 to 2021) | | | Key Skills, Experience and Expertise: Ms. Randolph brings to our Board substantial experience in the areas of information technology and business transformation, in addition to her experience serving as a director on boards of several public and private companies. Ms. Randolph provides valuable insight and perspective as the Company develops and implements new technologies and systems. | | | Biography Ms. Randolph is the Former Chief Information Officer of Ulta Beauty. She held that position from 2014 to 2020. Prior to that, she served as the Chief Information Officer of Reitmans Canada Limited from 2008 to 2014 and Director of Merchandise Business Process from 2005 to 2008. Earlier in her career she served as Vice President of Software Development at Aptos, LLC (formerly known as STS Systems). Ms. Randolph currently serves on the Board of Directors of the Shoe Carnival, Inc. | | |

  17. BIOGRAPHIES OF DIRECTOR NOMINEES

    | BERTRAM L. SCOTT Former President and Chief Executive Officer of Affinity Health Plan | Age 75 | Director since 2022 Independent Board Committees: ▪ Audit ▪ Sustainability and CSR | Other Public Company Board Experience ▪ Equitable Holdings, Inc. (since 2019) ▪ Lowe’s Companies, Inc. (since 2015) ▪ Becton, Dickinson and Company (since 2002) ▪ Alliance Bernstein (2020 to 2022) | | | Key Skills, Experience and Expertise: Mr. Scott brings to our Board his substantial corporate governance and business expertise, in addition to extensive experience serving as a director on the boards of several large, complex, publicly-traded companies, as well as serving as chair of several board committees. Mr. Scott draws on his professional experiences to provide perspective to the boards on which he serves with respect to development and the implementation of strategy, mergers and acquisitions, merger integration, and sales and marketing. In addition, the Board has determined that Mr. Scott qualifies as an Audit Committee financial expert. | | | Biography Mr. Scott is a retired health care executive who formerly served as Senior Vice President of Population Health and Value Based Care at Novant Health from 2015 to 2019 and as President and Chief Executive Officer of Affinity Health Plan from 2012 to 2014. Prior to that, Mr. Scott served as the President, US Commercial at CIGNA Corporation from 2010 to 2011 and held multiple executive leadership roles at TIAA-CREF from 2000 to 2010, including President and Chief Executive Officer. Mr. Scott currently serves on the Board of Directors of Equitable Holdings, Inc., Lowe’s Companies, Inc. and Becton, Dickinson and Company. | | |

  18. BIOGRAPHIES OF DIRECTOR NOMINEES

    | STEPHANIE P. STAHL Former Global Marketing & Strategy Officer of Coach, Inc. | Age 59 | Director since 2018 Independent Board Committees: ▪ Nominating & Governance ▪ Sustainability and CSR, Chair | Other Public Company Board Experience ▪ Carter’s, Inc. (since 2022) ▪ Newell Brands Inc. (since 2023) ▪ Edgewell Personal Care Company (since 2024) ▪ Knoll, Inc. (2013 to 2021) | | | Key Skills, Experience and Expertise: Ms. Stahl brings to our Board significant experience in marketing, data analytics, digital strategy, sustainability and brand development. Ms. Stahl has spent her career focused on the retail/consumer sector with extensive experience in developing, executing and optimizing major change initiatives including fundamental business transformation, mergers and acquisitions, and post-merger integrations. | | | Biography Ms. Stahl is the former Global Marketing and Strategy Officer of Coach, Inc. She held that position from 2012 to 2015. Prior to that, she served as the Chief Executive Officer of Tracy Anderson Mind & Body, LLC from 2010 to 2011, Executive Vice President, Chief Marketing Officer of Revlon, Inc. from 2003 to 2006, and Partner and Managing Director of The Boston Consulting Group, Inc. from 1998 to 2003. Ms. Stahl is also the Founder of her investment and advisory company, Studio Pegasus LLC. Ms. Stahl serves on the Board of Directors of Carter’s Inc., Newell Brands Inc., and Edgewell Personal Care Company. | | |

  19. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Director compensation is established by the Board of Directors and periodically reviewed. The table below sets out the compensation structure for non-employee directors in fiscal year 2025. The non-employee director compensation was designed to: • Simplify and streamline non-employee director compensation; • Provide for at least 50% of the annual retainer to be awarded as equity, consistent with market practice and good governance and to align directors’ interests with those of shareholders; • Recognize the responsibility and workload expected of the Chairman, Chairs of the standing committees, and the Lead Independent Director (if any), while generally maintaining an overall market competitive level of non-employee director compensation; and • Support an equitable allocation of committee Chair and member responsibility and workload. The Compensation Committee, with the support of its compensation consultant, Meridian Compensation Partners, periodically conducts peer benchmarking reviews of the non-employee director compensation program for alignment with market practices and competitiveness.

  20. DIRECTOR COMPENSATION

    | Compensation Element | Non-Employee Director Compensation | | Retainer | • Annual cash retainer $150,000 • Annual equity award $150,000 • Total annual retainer $300,000 | | Independent Chairman | • Annual cash retainer $100,000 • Annual equity award $100,000 • Total annual retainer $200,000 | | Audit Committee Chair | $40,000 | | Compensation Committee Chair | $35,000 | | Nominating and Governance Committee Chair | $35,000 | | Finance Committee Chair | $30,000 | | Sustainability and Corporate Social Responsibility Committee Chair | $30,000 | | Committee Members | No committee member fees | | Meeting Fees | No meeting fees |

  21. DIRECTOR COMPENSATION

    The Board may also authorize additional fees for ad hoc committees, if any, from time to time. No such fees were paid to our directors in fiscal 2025. We do not offer non-equity incentives or pension plans to non-employee directors. Directors may elect to defer receipt of all or a portion of their Board and committee fees to be paid at a future date. Deferral elections are made pursuant to the Non-Employee Director Deferred Compensation Program (the “Deferral Program”). The Deferral Program operates in conjunction with, and under the authority of, the 2021 Omnibus Plan and allows deferral of fees into cash or shares of common stock. Under the Deferral Program, deferral elections must be made by December 31 for the deferral of fees in the next calendar year and must state the amount or portion of fees to be deferred, the form of payment, the date on which payment will commence and in the case of deferral into cash or stock, whether the payout shall be in installments or lump sum. Deferrals into cash or stock are recorded in unfunded and unsecured book-entry accounts. Deferred shares to be credited are calculated by dividing the deferred fees by the closing price on the first day of each calendar quarter. If cash dividends are declared, deferred share accounts are credited with a corresponding number of deferred shares, based on the market price on the dividend date. In the case of deferrals into a deferred cash account, interest is credited to the account at the beginning of each quarter based on the 30-year Treasury Bond rate then in effect. The following table shows compensation paid to each non-employee director who served as a director during fiscal year 2025. Directors who serve as executive officers of the Company do not receive director compensation (compensation information for Mr. Creedon can be found beginning on page 44).

  22. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | William W. Douglas III | 195,069 | 200,959 | — | 396,028 | | Cheryl W. Grisé | 185,000 | 150,000 | — | 335,000 | | Daniel J. Heinrich | 180,000 | 150,000 | — | 330,000 | | Paul C. Hilal(3) | — | — | — | — | | Timothy A. Johnson | 163,750 | 200,959 | — | 364,709 | | Edward J. Kelly, III | 285,000 | 250,000 | — | 535,000 | | Mary A. Laschinger(4) | 37,500 | — | — | 37,500 | | Jeffrey G. Naylor | 160,000 | 150,000 | — | 310,000 | | Diane E. Randolph | 150,000 | 150,000 | — | 300,000 | | Bertram L. Scott | 150,000 | 150,000 | — | 300,000 | | Stephanie P. Stahl | 180,000 | 150,000 | — | 330,000 |

  23. DIRECTOR COMPENSATION

    (1) This column shows amounts earned for retainers and fees, including fees paid to Chairs of the standing committees, not reduced for deferrals. (2) This column includes the grant date fair value of shares granted on (i) April 1, 2025 to Messrs. Douglas and Johnson as a pro rata grant of the annual equity award for the period beginning on February 27, 2025 through June 30, 2025 and (ii) July 1, 2025 to all non-employee directors who were serving on July 1, 2025 pursuant to the annual director equity awards. The number of shares were determined by dividing the value of the equity award by the Company’s closing share price on the date of grant ($75.34 on April 1, 2025 and $101.50 on July 1, 2025). (3) Mr. Hilal has waived all fees and stock awards for service as a director. Ms. Laschinger retired from the Board at the 2025 annual meeting of shareholders. The following table shows, for each of our non-employee directors, amounts deferred in fiscal year 2025, the number of shares underlying those deferrals and the aggregate number, as of January 31, 2026, of outstanding stock options, including options obtained through deferral of fees (all of which are fully vested), and deferred shares:

  24. DIRECTOR COMPENSATION

    | Name | Amounts Deferred in 2025 ($)(1) | Shares Underlying Amounts Deferred in 2025 (#) | Total Deferred Shares (#) | Options Outstanding, including Options Acquired through Deferral of Fees (#)(2) | Total Shares Underlying Options and Deferred Amounts (#) | | William W. Douglas III | — | — | — | — | — | | Cheryl W. Grisé | 288,750 | 3,059 | 11,441 | — | 11,441 | | Daniel J. Heinrich | — | — | 3,328 | — | 3,328 | | Paul C. Hilal | — | — | — | — | — | | Timothy A. Johnson | — | — | — | — | — | | Edward J. Kelly, III | 400,000 | 4,050 | 12,626 | — | 12,626 | | Mary A. Laschinger | — | — | — | — | — | | Jeffrey G. Naylor | 150,000 | 1,478 | 6,454 | 2,803 | 9,257 | | Diane E. Randolph | — | — | 1,399 | — | 1,399 | | Bertram L. Scott | 150,000 | 1,478 | 5,135 | — | 5,135 | | Stephanie P. Stahl | 330,000 | 3,383 | 14,023 | — | 14,023 |

  25. DIRECTOR COMPENSATION

    (1) This column shows the dollar amount of retainers and fees deferred in fiscal 2025 under the Deferral Program. Directors were permitted to defer a portion or all of their fees into a deferred cash account or common stock equivalents (which we call “deferred shares”), as more fully described in the narrative in this section. (2) Prior to June 30, 2023, deferral elections were made pursuant to the 2013 Director Deferred Compensation Plan, which also permitted the deferral of fees into non-statutory stock options.

  26. Compensation Program for 2025

    Compensation Program for 2025 In late 2024 and early 2025, our Compensation Committee undertook a review of our executive compensation program to assess the compensation elements and practices that would be needed to continue to attract, retain and motivate the best executive leadership team considering, among other things, the strategic alternatives review for Family Dollar. The Compensation Committee met multiple times to consider program design and implementation, shareholder input, and current market practices with respect to executive compensation. In consideration of performance, market competitiveness and to enhance retention amongst the leadership team, the Compensation Committee approved the following modifications to the Executive Compensation Program Framework for fiscal 2025: • Increase the adjusted operating income metric weighting to 70% (from 60%) and decrease the adjusted total revenue metric to 30% for the annual cash incentive plan; • Eliminate the use of stock options; and • Remove adjusted total revenue as a performance metric for the performance-based restricted stock units (“PSUs”). In consideration of these same factors, the Compensation Committee has not made changes to the incentive program for fiscal 2026 at this time. Our incentive program is described in detail below.

  27. Compensation Program for 2025

    | Framework of our 2025 Executive Compensation Program | | | | ▶ | Base Salaries | The Compensation Committee increased base salaries based on various factors, including job performance and responsibility and market benchmarking. | | ▶ | Management Incentive Compensation Plan | The Compensation Committee maintained the adjusted operating income metric (weighted 70%) and adjusted total revenue metric (weighted 30%) under our Management Incentive Compensation Plan (“MICP”) to support the Company’s strategic focus on profitable growth. • Through a rigorous process the Committee set annual targets, thresholds and maximums and payout curves for each performance metric that are designed to be motivating and challenging. • The adjusted operating income metric has a threshold payout for performance at 85% of the target and a maximum payout for performance at 112.5% of target. • The adjusted total revenue metric has a threshold payout for performance at 95% of target and a maximum payout for performance at 105% of target. • In addition, there is an adjusted operating income hurdle of $1,200 million (71% of target) which must be achieved for any payout to be earned under the plan. | | ▶ | Long-Term Incentive Program Design | The mix of equity incentive awards consisted of 50% PSUs and 50% service-based restricted stock units (“RSUs”). • The PSU awards are designed to reward exceptional performance in achieving the Company’s strategic objectives. • The RSU awards align with share price, add balance to the long-term incentive mix, and support executive retention during a transformational period in light of the sale of the Family Dollar business. The RSUs vest ratably over a three-year period from the grant date. | | ▶ | Long-Term Incentive Awards—PSU Goal | The Compensation Committee approved adjusted earnings per share as the performance metric for PSUs, measured over a three-year cumulative period, with a three-year total shareholder return (“TSR”) modifier, relative to peers (+/- 25%). |

  28. Shareholder Outreach and Role of Shareholder Say-on-Pay Votes

    Shareholder Outreach and Role of Shareholder Say-on-Pay Votes Shareholder outreach and engagement have been an important part of the development of our compensation program and the improvements that have been implemented over the years. Following substantial discussions and input from shareholders in 2022, the Compensation Committee identified additional opportunities for improvement of its annual and long-term incentive program that were implemented beginning with the 2023 executive compensation program. Shareholder feedback on our executive compensation program since that time has generally been supportive, with shareholders expressing support for the Company’s annual incentive design and metrics, long term incentive award mix, metrics and three-year performance periods. In addition, the Compensation Committee values the feedback received from shareholders through our annual advisory vote on our executive compensation programs (the “Say on Pay Vote”). Our Compensation Committee carefully considers the level of voting support and the feedback received from shareholders. At the 2025 annual meeting, approximately 95% of votes cast were in support of our Say on Pay Vote. We believe that this level of approval of our executive compensation program indicates strong shareholder support for our compensation philosophy and goals. B.

  29. Target Pay Mix

    Target Pay Mix Consistent with our desire to align pay and performance, our Compensation Committee used the primary pay elements of our 2025 Executive Compensation Program (base salary, annual incentives and long-term incentives) to develop a target pay package for each executive that is more heavily weighted towards variable or at-risk pay. Through MICP and long-term equity incentives comprised of PSUs and RSUs, a significant portion of the pay is performance-based and therefore variable and at risk, which directly aligns the pay outcomes for our executives with the performance of the Company. To further align the 2025 Executive Compensation Program with long-term shareholder value, the Committee believes that long-term incentive compensation should be a substantial majority of our executive’s total compensation. * Other NEOs reflects the average of the NEOs compensation component as a percentage of their total target compensation based on base salary, target MICP and target long-term equity incentive value

  30. Alignment of Pay and Performance

    Alignment of Pay and Performance Our 2025 Executive Compensation Program is grounded in a pay-for-performance philosophy to align pay outcomes with the interests of our shareholders. The Compensation Committee regularly reviews compensation outcomes to ensure that our incentive plans operate to effectively align compensation with performance and with the creation of long-term shareholder value. Performance goals in both our short- and long-term incentive plans are set at challenging levels to incentivize achievement of performance goals that drive long-term, sustainable shareholder value growth. When financial targets and performance goals are not met, performance-based incentive payments for our executives result in lower or zero payouts. We set relatively steep pay and performance curves for our short- and long-term incentive plans to give our executives meaningful downside risk and upside benefit if performance falls short of or exceeds the target. This aligns the executive’s pay with shareholder experience and expectations. C.

  31. Executive Compensation Program Overview

    Executive Compensation Program Overview The Compensation Committee has adopted a compensation program for executive officers that balances each executive’s total compensation between fixed and at-risk and between short-term and long-term incentive components. The 2025 Executive Compensation Program consisted of market-competitive base salary tied to the executive’s individual performance, experience and scope of responsibility, an annual cash bonus opportunity under our MICP and long-term equity incentives in the form of PSUs and RSUs.

  32. Executive Compensation Program Overview

    | 2025 Executive Compensation Program | | | Element | Vehicle Description & Strategic Role | | Base Salary | • Helps attract and retain executives through market-competitive base pay • Based on individual performance, experience and scope of responsibility | | Management Incentive Compensation Plan | • Encourages achievement of short-term financial performance metrics that create shareholder value • Cash bonus incentives in 2025 were based 70% on adjusted operating income and 30% on adjusted total revenue goals which are designed to promote profitable growth | | Long-Term Equity Incentive Awards | • Long-term incentive compensation composed of equity awards: 50% in PSUs and 50% in RSUs • PSUs incentivize executives to drive financial performance toward long-term objectives and strengthen alignment with shareholders • PSUs awarded in 2025 were based on a three-year cumulative goal for adjusted earnings per share, with a three-year relative TSR modifier (+/- 25%) • RSU awards create a retention incentive through multi-year vesting and robust stock ownership guidelines |

  33. Annual Cash Bonus Incentives

    Annual Cash Bonus Incentives We provide our executive officers with the opportunity to earn annual cash incentives under the MICP. These incentives are designed to encourage the achievement of corporate financial objectives and to reward our executive officers for the significant impact they make on our corporate results.

  34. 2025 Corporate Performance Metrics

    2025 Corporate Performance Metrics The following tables summarize the adjusted operating income and adjusted total revenue targets set by the Compensation Committee for 2025 and the potential payout percentages for MICP awards based on the percentage of the adjusted operating income target and adjusted total revenue target attained; provided, however, that no payout will be paid for either metric if adjusted operating income is below $1,200 million (71% of the target).

  35. 2025 Corporate Performance Metrics

    | Adjusted Operating Income (70% of potential MICP Payout) | | | | | % of Corporate Performance Target Achieved | 2025 Performance Target ($ millions) | | Potential Payout Percentage | | Below 85.0% | <$ | 1,442.0 | 0% | | 85% | | 1,442.0 | 50% | | 100% | | 1,696.5 | 100% | | 112.5% or above | | 1,908.6 | 200% |

  36. 2025 Corporate Performance Metrics

    | Adjusted Total Revenue (30% of potential MICP payout) | | | | | % of Corporate Performance Target Achieved | 2025 Performance Target ($ millions) | | Potential Payout Percentage | | Below 95.0% | <$ | 18,141.0 | 0% | | 95% | | 18,141.0 | 50% | | 100% | | 19,095.8 | 100% | | 105% or above | | 20,050.6 | 200% |

  37. 2025 Corporate Performance Metrics

    The MICP bonuses relating to performance in a given fiscal year are paid in the following year when annual financial results are available, generally in March or April. The amount of the MICP awards must be determined and approved by the Compensation Committee which considers the Company’s overall financial results and the level of performance achievement. The Compensation Committee may, in its sole discretion, decrease the amount of MICP awards that may otherwise be payable upon the attainment of the applicable performance goals. The definition of adjusted operating income and adjusted total revenue approved by the Compensation Committee for purposes of measuring the 2025 target performance under the MICP excludes the impact of the following, to the extent unbudgeted and approved by the Compensation Committee: (i) Canadian currency fluctuations; (ii) changes in accounting policies, practices and pronouncements; (iii) non-cash goodwill and intangible impairment charges; (iv) expenses incurred with respect to future mergers, acquisitions, or divestitures; (v) significant board-approved strategic changes; (vi) any cost or expense in excess of $5 million in the aggregate related to (A) uninsured natural disasters or casualties or (B) legal disputes or governmental proceedings; (vii) lease costs, expenses, asset write-offs, incentive compensation, and severance related to closed stores or distribution centers; (viii) the impact of tariffs, including increased cost of goods subject to tariffs or retaliatory tariffs, or costs associated with tariff-induced supply chain changes; and (ix) future changes in laws or regulations. The Committee may, in determining performance achievement, adjust the performance goal or results as it deems necessary or appropriate. In considering adjustments to performance, the Committee applies the target definition above based on guiding principles which expect management to manage the business to the best outcomes, but which avoid rewarding or penalizing management for unexpected events; align incentives with long-term business strategy and the best interests of shareholders; provide flexibility to deal with unexpected events so that rigorous performance goals can be set; consider holistic performance in cash bonus incentive payouts; and avoid penalizing management for making tough decisions in the best interests of the business, but which would negatively impact incentive outcomes. In determining performance achievement for 2025, the Compensation Committee considered the foregoing principles and determined that certain adjustments to operating income were appropriate, including the impact of (i) $69.7 million related to significant Board-approved strategic changes, including certain costs and expenses related to our sale of Family Dollar and write-offs of various slow-turning SKUs associated with our updated strategic plan for Dollar Tree as a standalone banner, (ii) $148.8 million related to tariffs, including increased merchandise costs and unbudgeted costs and expenses associated with the implementation of our tariff mitigation strategies during 2025, net of incremental sales, and (iii) $8.0 million related to changes in law for regulatory fees for extended producer responsibility laws in California. In addition, the Committee determined that certain reciprocal adjustments to total revenue were appropriate and decreased total revenue by $259.4 million for incremental sales related to tariffs and our mitigation strategies. The Compensation Committee determined that the tariff-related adjustments (including the reciprocal adjustments to total revenue) were appropriate in light of the magnitude and volatility of the tariff environment during 2025. In early 2025, the United States imposed a new tariff and trade policy, announcing significant additional tariffs on a wide variety of products originating from countries worldwide, including China and other countries from which we import goods. Tariff costs were not included in the annual budget approved by the Board at the beginning of the fiscal year, as tariffs were announced after the budget was approved and therefore were not contemplated when performance goals were established. We experienced increased costs associated with the tariff environment and implementation of our mitigation strategies, including significant labor and other discrete costs related to price changes. We also experienced an increase in sales relative to our budget. The Committee determined that it was appropriate to make symmetrical adjustments to operating income and total revenue that increased operating income by $148.8 million related to tariffs and decreased total revenue by $259.4 million. The Board believes that management’s strong efforts in connection with these events will position the Company to realize its full potential to create long-term value in the best interest of shareholders. During its March 2026 meeting, the Compensation Committee determined the following Company performance for fiscal 2025:

  38. 2025 Corporate Performance Metrics

    | Metric | 2025 Target ($ millions) | 2025 Achievement ($ millions) | % of Target Achieved | % of Payout per Metric | Weighting (%) | Total Weighted Payout (%) | | Adjusted Operating Income(1) | 1,696.5 | 1,880.1 | 110.8% | 186.6% | 70% | 130.6% | | Adjusted Total Revenue(2) | 19,095.8 | 19,152.4 | 100.3% | 106.0% | 30% | 31.8% | | Total | | | | | 100% | 162.4% |

  39. 2025 Corporate Performance Metrics

    (1) The definition of adjusted operating income provided above allows for adjustments of certain items within the discretion of the Compensation Committee. As described above, performance achievement for this measure has been adjusted for 2025. See Appendix A on page A-1 for a reconciliation of our GAAP results to adjusted operating income, a non-GAAP financial measure used for incentive payout purposes. (2) The definition of adjusted total revenue provided above allows for adjustments of certain items within the discretion of the Compensation Committee. As described above, performance achievement for this measure has been adjusted for 2025. See Appendix A on page A-1 for a reconciliation of our GAAP results to adjusted total revenue, a non-GAAP financial measure used for incentive payout purposes. Based upon the determinations described above, the Compensation Committee authorized 2025 MICP payouts for the named executive officers as follows:

  40. 2025 Corporate Performance Metrics

    | Executive | MICP Target as % of Base Salary | Amount of Target MICP | Total Payout % | Amount of Earned MICP | | Michael C. Creedon, Jr. | 150% | $1,950,000 | 162.4% | $3,166,800 | | Stewart Glendinning | 100% | 950,000 | 162.4% | 1,542,800 | | Jeffrey Davis(1) | — | — | — | — | | Richard McNeely | 100% | 974,000 | 162.4% | 1,581,776 | | Bobby Aflatooni | 85% | 590,750 | 162.4% | 959,378 | | Steve Schumacher | 85% | 510,000 | 162.4% | 828,240 |

  41. 2025 Corporate Performance Metrics

    Mr. Davis was not eligible to receive a payout under the MICP due to his departure in early fiscal 2025.

  42. Long-Term Incentives

    Long-Term Incentives The largest component of our executive compensation program consists of long-term equity incentive awards. For 2025, the Compensation Committee awarded a mix of equity incentive awards granted pursuant to our 2021 Omnibus Incentive Plan, consisting of 50% PSUs with three-year cumulative performance metrics (referred to herein as “2025 Three-Year PSU Awards”) and 50% RSUs (with the RSU awards vesting ratably over a three-year period from the date of grant). We believe that long-term performance-based equity incentives provide our executives with a strong link to our long-term performance, create an ownership culture to help align the interests of our executives with those of our shareholders, and promote retention. The Committee structured the long-term incentive program with a blend of “at-risk” incentives designed to motivate our executives and align their interests with those of our shareholders and time-based equity awards designed to promote retention and to focus our executives on creating long-term shareholder value. The long-term incentive awards are generally set at market levels based upon the peer data. The Compensation Committee generally grants equity-based awards on an annual basis, and at other times as the Committee deems appropriate, including for newly hired or promoted executive officers or in extraordinary circumstances. The Compensation Committee determines the aggregate monetary grant value of executive officers’ equity-based awards taking into account, among other things, our pay mix targets, the desired mix of equity-based vehicles, the executive officer’s contribution to Company performance, competitive compensation levels and dilution or pool limits.

  43. 2025 Three-Year PSU Awards

    2025 Three-Year PSU Awards Beginning in 2025, the Compensation Committee removed adjusted total revenue as a performance metric for PSUs. The 2025 Three-Year PSU Awards have a three-year cumulative measure based on one metric, adjusted earnings per share, modified by the Company’s relative total shareholder return measured against the Company’s compensation benchmarking peer group. The incentive targets for the 2025 Three-Year PSU Awards were set based on our understanding of general market conditions, our long-range plans, investor expectations and our assessment of appropriate targets for management. ▶ Target Opportunities. In 2025, the Compensation Committee granted PSUs based upon a three-year cumulative adjusted earnings per share target for fiscal years 2025-2027. The Compensation Committee established the total target value of long-term incentive awards, including the 2025 Three-Year PSU opportunity, for each of our executive officers. The target number of 2025 Three-Year PSU Awards was determined by dividing 50% of the total target long-term incentive award value by the fair market value of a share of Dollar Tree stock on the date of grant. This award will not vest, if at all, until the completion of the 2027 fiscal year. ▶ Payout Curves. The Compensation Committee set the three-year cumulative adjusted earnings per share target at a level requiring achievement of significant financial performance, based on the Company’s annual budget and long-term plan. The Compensation Committee adopted payout curves which determine the amount to be paid depending on actual performance. In addition to the performance metric described above, the 2025 Three-Year PSU payout is subject to a modifier based on the Company’s total shareholder return compared to the total shareholder return of the Company’s peer group.

  44. 2025 RSUs

    2025 RSUs The RSUs awarded in 2025 vest in three approximately equal installments over a three-year period provided that the recipient remains continuously employed with the Company through the vesting dates, unless vesting is accelerated due to death, disability or retirement. The Compensation Committee established the total target value of long-term incentive awards for each of our executive officers. The number of RSUs was determined by dividing 50% of the total target long-term incentive award value by the fair market value of a share of Dollar Tree stock on the date of grant.

  45. 2023 Three-Year PSU Awards

    2023 Three-Year PSU Awards In 2023, the Company’s long-term incentive program included the award of PSUs with three-year cumulative performance metrics (referred to herein as the “2023 Three-Year PSU Awards”). In March 2026, our Compensation Committee certified the final performance achievement of the 2023 Three-Year PSU Awards. In March 2026, the Compensation Committee certified the final performance achievement and the corresponding payout percentage of the 2023 Three-Year PSU Awards, as described in the table below.

  46. 2023 Three-Year PSU Awards

    | Performance Metric | Target(1) | Actual Results | % of Target Achieved | Earning % | Weighting % | Total Earning % | | Adjusted Earnings Per Share(2) (2023-2025) | $18.00 | $13.30 | 73.9% | 0.0% | 60% | 0.0% | | Adjusted Total Revenue(3) (2023-2025) | $77,457 | $74,964 | 96.8% | 67.8% | 40% | 27.1% | | Total | | | | | 100% | 27.1% | | Relative TSR Modifier | | | | | | -21.5% | | Total Payout | | | | | | 21.3% |

  47. 2023 Three-Year PSU Awards

    (1) In connection with our sale of Family Dollar and in light of the transformative nature of that transaction, the Compensation Committee determined to truncate the performance period of the 2023 Three-Year PSU Awards and apply prorated, seasonally-adjusted performance targets for fiscal 2025. Performance was determined for the period through the closing in July 2025, with the TSR measured at the end of the original three-year performance period. Time-based vesting continued through the end of the original three-year performance period. Targets in this table reflect the truncated performance targets determined by the Compensation Committee. (2) The definition of adjusted earnings per share allows for adjustments of certain items within the discretion of the Compensation Committee. In determining performance achievement for fiscal years 2023, 2024 and 2025, the Compensation Committee determined that certain adjustments were appropriate, including: for 2023, to exclude certain costs and expenses related to non-cash goodwill and intangible impairment charges, Canadian currency fluctuations, uninsured natural disasters, settlements of legal disputes and governmental proceedings, and store closures associated with our store portfolio optimization review; for 2024, to exclude certain costs and expenses related to our strategic review of Family Dollar and the related held-for-sale accounting treatment, executive transitions, our store portfolio optimization review, changes in accounting practices related to general liability claims, natural disasters, legal disputes and government proceedings, anti-dumping duties and Canadian currency fluctuations, and to exclude certain gains from insurance proceeds related to natural disasters; and for 2025, to exclude certain costs and expenses including those related to our strategic review of Family Dollar and the related held-for-sale accounting treatment and uninsured natural disasters, and to exclude certain gains from insurance proceeds related to natural disasters. (3) Dollars in millions. Based on the overall achievement described above, Messrs. Creedon, McNeely, Aflatooni and Schumacher earned a portion of their target 2023 Three-Year PSU Awards in accordance with the above payout percentage.

  48. Special Incentives in Connection with Strategic Initiatives

    Special Incentives in Connection with Strategic Initiatives Throughout 2023 and 2024, we continued to execute on several strategic initiatives across the Dollar Tree and Family Dollar banners, including our decision in June 2024 to initiate a formal review of strategic alternatives for the Family Dollar business segment, which culminated with our sale of the Family Dollar business in July 2025. The Compensation Committee considered the importance of these strategic initiatives to Dollar Tree, including the high level of effort required of our executives to achieve these initiatives and the potential disruption and uncertainty associated with a significant strategic review. Accordingly, we entered into compensatory arrangements with certain of our executive officers to further incentivize support for and performance of these initiatives and alignment with the best interest of shareholders and enhance retention amongst the leadership team. In May 2024, we entered into a letter agreement with Mr. McNeely providing that, if Mr. McNeely remains employed with the Company through the date that the incentive awards are made in 2026, he will receive a 2026 incentive award at the same time, in the same form, and subject to the same performance conditions as the awards expected to be made to other executive vice presidents of the Company in 2026, provided that Mr. McNeely’s 2026 incentive awards shall not be subject to early forfeiture if he retires from the Company prior to any vesting period assigned to such 2026 incentive awards. In connection with Mr. Creedon’s appointment as interim CEO in November 2024, we awarded a cash bonus of $500,000 to Mr. Creedon, to be paid upon achievement of certain performance objectives related to our review of strategic alternatives for Family Dollar. Based on his advancement of the ongoing review of strategic alternatives, we determined that these achievements had been met and approved the payout of this cash bonus in fiscal 2025. If Mr. Creedon is terminated for cause or voluntarily terminates his employment within three years, however, he will be required to repay the full amount of any such bonus. In addition, we made cash and equity performance-based incentives to certain of our executive officers in consideration of their leadership in connection with the review of strategic alternatives for Family Dollar. In particular, Messrs. Glendinning, Aflatooni and Schumacher received additional one-time equity awards consisting of 50% RSUs and 50% PSUs with total target values of $975,000, $450,000 and $350,000, respectively, in April 2025. Each of Messrs. Glendinning, Aflatooni and Schumacher also received a cash bonus award of $250,000 upon execution of the definitive transaction agreement.

  49. Termination or Change in Control Arrangements

    Termination or Change in Control Arrangements We have change in control Retention Agreements with our executive officers, except Mr. McNeely. The Compensation Committee’s intent with these agreements is to take reasonable steps to retain key management personnel and to minimize disruption to the Company in the event of a potential change in control. Under these agreements, severance benefits are payable only upon the occurrence of both a change in control of the Company and the executive’s termination without “cause” or resignation for “good reason,” as defined in the agreements (commonly known as a “double trigger”). The Compensation Committee believes it is appropriate to provide double-trigger severance benefits because it aligns executives’ interests with the interests of shareholders without providing an undue benefit to executives who continue to be employed following a change-in-control transaction. We also have form Executive Agreements with certain of our executive officers that provide for a release and restrictive covenants to protect the Company, including a covenant not to compete. We have entered into Executive Agreements with each of our named executive officers. In consideration for the restrictive covenants set forth in the form Executive Agreements, the Company generally has agreed to provide a lump sum severance payment of 24 months of base salary plus a prorated portion of one year of the executive’s target bonus and a COBRA continuation benefit for a period of up to 18 months, in the event the executive’s employment is terminated without “cause” (as such term is defined in the Executive Agreement) or on account of the executive’s disability. In addition, we have equity compensation plans that contain provisions that may convey benefits to our executive officers and other plan participants upon termination or a change in control. Generally, the provisions address the treatment of awards upon separation from the Company due to death, disability or retirement, or due to a change in control, as defined within the plans or applicable award agreements. The overall structure of our change in control arrangements and other post-termination benefits is consistent with our compensation objectives to attract, motivate and retain highly talented executives. We believe these arrangements preserve morale and productivity, provide a long-term commitment to job stability and financial security, and encourage retention in the face of the potential disruptive impact of an actual or potential change in control. For additional information on our termination and change in control arrangements, and the potential payments that may be made to our named executive officers upon termination or a change in control, see “Payments Upon Termination or Change in Control” beginning on page 51. D.

  50. Role of the Compensation Consultant

    Role of the Compensation Consultant Pursuant to its written Charter, the Compensation Committee has the authority to engage the services of outside independent advisers. Since March 2022, the Compensation Committee has engaged Meridian Compensation Partners as its compensation consultant to provide independent advice to the Compensation Committee in determining the appropriateness and competitiveness of our executive compensation program. The Compensation Committee has determined that Meridian meets the six independence factors set forth in Rule 10C-1 under the Securities Exchange Act of 1934 and Nasdaq listing standards and that Meridian could provide objective advice to the Compensation Committee. Meridian has not provided any other services to the Company during fiscal 2025 and no executive officer had the authority to direct the work of Meridian with regards to its work with the Compensation Committee. The Compensation Committee bears ultimate responsibility for approving the compensation of all named executive officers.

  51. Use of Peer Group

    Use of Peer Group The Company’s market position relative to its peers is an important factor used by the Compensation Committee when evaluating its compensation program. In September 2022, the Compensation Committee, with the assistance of Meridian, conducted an in-depth review and evaluation of the Company’s peer group used for executive compensation benchmarking. The peer selection criteria focused on: • Publicly traded retailers with brick-and-mortar operations • Headquartered in the United States • Who were within a comparable range of revenues and market capitalization • Direct competitors for talent Each fall, the Compensation Committee, with the assistance of Meridian, conducts a high-level review of the peer group to assess whether any removals or additions are warranted. In fall 2024, the Compensation Committee removed Rite Aid Corporation from the peer group in light of its bankruptcy filing in October 2023 and added Performance Food Group Company to the peer group for fiscal 2025.

  52. Use of Peer Group

    | Albertsons Companies, Inc. | Performance Food Group Company | | AutoZone, Inc. | Ross Stores, Inc. | | BJ’s Wholesale Club Holdings, Inc. | Target Corporation | | Burlington Stores, Inc. | The Gap, Inc. | | Dollar General Corporation | The Kroger Co. | | Lowe’s Companies, Inc. | The TJX Companies, Inc. | | Macy’s, Inc. | Tractor Supply Company | | Nordstrom, Inc. | Walgreens Boots Alliance |

  53. Use of Peer Group

    In September 2025, the Compensation Committee, with the assistance of Meridian, conducted a review of the peer group to assess potential changes, particularly in light of the sale of Family Dollar. As a result of that review, the Committee removed several peers with revenues or market capitalization significantly higher than the Company following the sale of Family Dollar, including Walgreens Boots Alliance, The Kroger Co., Target Corporation, and the TJX Companies, Inc., in addition to Nordstrom, Inc., which was taken private in 2025. The Committee also added several new peers, including Aramark, AutoNation, Inc., Casey’s General Stores, Inc., DICK’S Sporting Goods, Inc., and US Foods Holding Corp., resulting in a peer group of 15 merchandising/retail companies based on the Company’s revenues and market capitalization.

  54. Timing of Long-Term Incentive Awards

    Timing of Long-Term Incentive Awards Our grant policy for equity awards establishes April 1 as the date of the annual grant each year. Awards of equity incentives to new officers are made on the last business day of the Company’s fiscal month which follows the month that includes the hire date. The Compensation Committee may, in its discretion, make grants that vary from these guidelines if there is a compelling business reason, but in every case the Committee is required to complete its approval of the equity awards prior to the date of the grant. We believe that the beginning of April is an appropriate time during the year to make grants of equity awards and that this predetermined, consistent application of our granting practices from year to year, regardless of other events, is also appropriate. Our grant policy provides that, to the extent practicable, the Compensation Committee will not authorize or make grants when in possession of material non-public information unless we take steps to ensure that such information is released to the public no less than two full trading days before the grant date. The awards granted by the Compensation Committee are designed to create incentives for the creation of long-term shareholder value and contain delayed vesting provisions that prevent recipients from taking advantage of short-term fluctuations in the market price of our common stock. We have not planned in the past, nor do we plan in the future, to time the release of material non-public information for the purpose of affecting the value of executive compensation.

  55. Summary Compensation Table

    Summary Compensation Table In the following table, we summarize the compensation earned during fiscal years 2025, 2024 and 2023 by our Chief Executive Officer, our Chief Financial Officers and each of our three other most highly compensated executive officers who were serving as executive officers of the Company at the end of the fiscal year ended January 31, 2026. We refer to these six individuals in this proxy statement as the named executive officers or NEOs. The compensation that we pay to our named executive officers is determined as described above in our “Compensation Discussion and Analysis” section and in the tables that follow. (For the Fiscal Years ended January 31, 2026, February 1, 2025, and February 3, 2024)

  56. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(1)(4) | All Other Compensation ($)(5) | Total ($) | | Michael C. Creedon, Jr. Chief Executive Officer | 2025 | 1,300,000 | 500,599 | 9,443,155 | — | 3,166,800 | 364,661 | 14,775,215 | | | 2024 | 1,005,769 | — | 4,891,641 | 1,199,964 | 608,300 | 22,105 | 7,727,779 | | | 2023 | 892,308 | 500,000 | 2,209,940 | 519,968 | 740,340 | 65,049 | 4,927,605 | | Stewart Glendinning Chief Financial Officer | 2025 | 1,083,846 | 250,000 | 5,115,009 | — | 1,542,800 | 18,767 | 8,010,423 | | Jeffrey Davis(6) Former Chief Financial Officer | 2025 | 222,307 | — | — | — | — | 1,923,822 | 2,146,129 | | | 2024 | 845,192 | — | 2,061,167 | 499,978 | 523,600 | 25,464 | 3,955,401 | | | 2023 | 825,000 | — | 1,912,355 | 449,959 | 678,645 | 43,015 | 3,908,974 | | Richard McNeely(7) Former Chief Merchandising Officer | 2025 | 951,523 | — | 2,413,238 | — | 1,581,776 | 56,277 | 5,002,815 | | | 2024 | 974,000 | — | 1,813,798 | 439,959 | 599,984 | 56,467 | 3,884,208 | | | 2023 | 950,923 | 15,000 | 1,869,805 | 439,991 | 801,212 | 97,619 | 4,174,550 | | Robert Aflatooni Chief Information Officer | 2025 | 691,154 | 250,000 | 2,360,749 | — | 959,378 | 21,222 | 4,282,503 | | Steven Schumacher Chief People Officer | 2025 | 580,769 | 250,000 | 1,836,173 | — | 828,240 | 55,371 | 3,550,553 |

  57. Summary Compensation Table

    Footnotes to the Summary Compensation Table: The “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column is omitted as all amounts are zero. (1) Executives may defer up to 50% of their salaries and up to 100% of their annual MICP bonus under the Dollar Tree Supplemental Deferred Compensation Plan. Any such deferrals are included in the appropriate column of this table and described in Non-Qualified Deferred Compensation below. Earnings under these deferred compensation plans result from the executives’ investments in mutual funds commonly available to investors generally. (2) In 2025, (i) Mr. Creedon earned a cash bonus of $500,000 based upon achievement of certain performance objectives related to our review of strategic alternatives for Family Dollar and (ii) each of Messrs. Glendinning, Aflatooni and Schumacher received a cash bonus of $250,000 upon execution of the definitive transaction agreement for the sale of Family Dollar. For additional information regarding these bonuses, see “Compensation Discussion and Analysis—Components of Executive Compensation—Special Incentives in Connection with Strategic Initiatives.” In 2023, Mr. Creedon earned a cash sign-on bonus in connection with his initial offer of employment and Mr. McNeely earned monthly cash retention payments that ceased at the end of March 2023. Pursuant to SEC rules, this column represents the aggregate grant date fair value of RSUs and PSUs computed in accordance with FASB ASC Topic 718 related to (i) annual grants of RSU and PSU awards, including PSU awards made in 2023, 2024 and 2025 based on achievement of three-year cumulative performance goals (“Three-Year PSUs”), and (ii) out-of-cycle grants made in connection with a promotion, hiring or in connection with our recent strategic initiatives. We are required to report the equity portion of Three-Year PSU awards at the beginning of the Three-Year PSU cycle even though, should it be earned, it will not be paid until the end of the cycle. The Three-Year PSU awards are earned only if performance conditions are met. The final payment amount, if any, of the Three-Year PSU awards will range from 37.5% to 250% of target. Grant date fair value for the RSU awards is calculated using the closing price of our stock on the date of grant. Grant date fair value of the PSU awards is calculated using a Monte Carlo simulation for each award on the date of grant based on the probable outcome at the time of grant. In the event the highest level of performance is achieved, the aggregate grant date fair value for the fiscal year 2025 Three-Year PSU awards before application of the TSR modifier would be as follows for Messrs. Creedon, Glendinning, McNeely, Aflatooni and Schumacher, respectively: $9,886,344, $5,355,069, $2,526,497, $2,471,545 and $1,922,349. Amounts shown in this column do not correspond to the actual value that will be realized by the named executive officers. Additional information regarding FASB ASC Topic 718 calculations related to these awards is included in footnote 10 of our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026. See the Grants of Plan-Based Awards Table for additional information on awards made in 2025. Mr. Davis stepped down in March 2025 prior to the granting of equity awards, and therefore, did not receive awards of RSUs or PSUs in 2025. The amounts in this column represent the amount of cash that we pay under the MICP which qualifies as a “non-equity incentive plan” for purposes of this table. The amounts listed were earned in the years shown, but paid after the end of the fiscal year, upon approval by the Compensation Committee. (5) The amounts reported in the All Other Compensation column reflect, for each named executive officer, the sum of (i) the incremental cost to the Company of all perquisites and other personal benefits; (ii) the amount contributed by the Company to the Company’s 401(k) plan; (iii) the amount of severance paid or accrued with respect to named executive officers who departed during fiscal year 2025; and (iv) the dollar value of life insurance premiums paid by the Company with respect to life insurance for the benefit of a named executive officer. Other than perquisites and other personal benefits, discussed below, none of these items for any named executive officer exceeded $10,000, except: (i) 401(k) matching contributions for Mr. McNeely and Mr. Schumacher in the amounts of $15,073 and $17,894, respectively, (ii) life insurance premiums paid for Mr. McNeely in the amount of $19,304, and (iii) severance for Mr. Davis in the amount of $1,905,530. Perquisites include car allowances related to travel, cell phone use, financial and tax planning, relocation, and personal use, along with their guests, of the corporate aircraft, none of which individually exceeded the greater of $25,000 or 10% of the total amount of perquisites and personal benefits for each named executive officer, except personal use of the Company aircraft for Mr. Creedon in the amount of $342,543. The Company calculated the incremental cost to the Company of the personal use of the Company aircraft based on published industry rates by Conklin & deDecker Associates, Inc. for variable operating costs, including fuel, landing, catering, handling, aircraft maintenance and pilot travel costs. Fixed costs such as maintenance not related to personal travel, depreciation of the aircraft, pilot salaries or cost of insurance and administrative services, are excluded. The Company does not provide tax gross-ups on perquisites, except for business-related relocation expenses. A car allowance is intended to compensate executives for the use of their personal vehicles in conducting Company business. However, as we do not require our executives to account for their business or personal use, we include the entire amounts in our disclosures. Effective as of January 20, 2026, the Company amended its Corporate Aircraft Use Policy to address certain safety, security and other considerations. Accordingly, Mr. Creedon, as the Company’s CEO, is required (to the extent reasonably feasible) to use Company aircraft for all flights, including for both business use travel and non-business use travel. (6) Mr. Davis stepped down from his role as Chief Financial Officer effective March 30, 2025. As a part of his transition to retirement in April 2026, Mr. McNeely stepped down from his role as Chief Merchandising Officer at the end of the Company’s fiscal year 2025.

  58. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table

  59. Grants of Plan-Based Awards Table

    | Name | Grant Date | Compensation Committee Action Date(1) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plans Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Michael C. Creedon, Jr. | — | — | 975,000 | 1,950,000 | 3,900,000 | — | — | — | — | — | | | 04/01/2025(3) | 01/16/2025 | — | — | — | — | — | — | 59,729 | 4,499,983 | | | 04/01/2025(4) | 01/16/2025 | — | — | — | 29,865 | 59,729 | 119,458 | — | 4,943,172 | | Stewart Glendinning | — | — | 475,000 | 950,000 | 1,900,000 | — | — | — | — | — | | | 04/01/2025(3) | 02/27/2025 | — | — | — | — | — | — | 32,353 | 2,437,475 | | | 04/01/2025(4) | 02/27/2025 | — | — | — | 16,177 | 32,353 | 64,706 | — | 2,677,534 | | Jeffrey Davis | — | — | — | — | — | — | — | — | — | — | | Richard McNeely | — | — | 487,000 | 974,000 | 1,948,000 | — | — | — | — | — | | | 04/01/2025(3) | 03/18/2025 | — | — | — | — | — | — | 15,264 | 1,149,990 | | | 04/01/2025(4) | 03/18/2025 | — | — | — | 7,632 | 15,264 | 30,528 | — | 1,263,249 | | Robert Aflatooni | — | — | 295,375 | 590,750 | 1,181,500 | — | — | — | — | — | | | 04/01/2025(3) | 03/18/2025 | — | — | — | — | — | — | 14,932 | 1,124,977 | | | 04/01/2025(4) | 03/18/2025 | — | — | — | 7,466 | 14,932 | 29,864 | — | 1,235,772 | | Steven Schumacher | — | — | 255,000 | 510,000 | 1,020,000 | — | — | — | — | — | | | 04/01/2025(3) | 03/18/2025 | — | — | — | — | — | — | 11,614 | 874,999 | | | 04/01/2025(4) | 03/18/2025 | — | — | — | 5,807 | 11,614 | 23,228 | — | 961,175 |

  60. Grants of Plan-Based Awards Table

    (1) The date of grant for the relevant award is established by the Compensation Committee during a regularly scheduled meeting or by written consent. (2) Our MICP is considered a “non-equity incentive plan.” MICP targets are established by the Compensation Committee early in the fiscal year and amounts payable are determined and paid in the following year, when annual results are available, upon approval by the Compensation Committee. For 2025, bonuses were targeted at 150% of salary for the Chief Executive Officer, 100% of salary for the Chief Financial Officer and the Chief Merchandising Officer, and 85% of salary for the Chief Information Officer and Chief People Officer, with corporate performance representing 100% of the goal. Bonuses authorized by the Compensation Committee are paid after the relevant fiscal year unless deferred by the executive under our Dollar Tree Supplemental Deferred Compensation Plan. See “Components of Executive Compensation—Annual Cash Bonus Incentives” in our Compensation Discussion and Analysis for a detailed discussion of our MICP. Represents RSUs awarded as part of the Company’s 2025 long-term incentive program. These RSUs will vest in approximately three equal installments over three years provided that the named executive officer remains with the Company through the vesting dates, except in the case of death, disability or retirement. Represents 2025 Three-Year PSUs before application of the TSR modifier awarded as part of the Company’s 2025 long-term incentive program. These PSUs will vest based on the level at which the Company achieves its three-year cumulative performance goals for the performance period from February 2, 2025 through January 29, 2028, provided that the named executive officer remains with the Company through such date, except in the case of death, disability or retirement. The amount of the payment earned will range from 37.5% to 250% of target (after application of the TSR modifier) and will be paid in 2028 when the achievement level is available and determined by the Compensation Committee. This column shows the full grant date fair value under FASB ASC Topic 718 of RSU and PSU awards. For the RSU awards, the grant date fair value is calculated using the closing price of our stock on the grant date of $75.34. For the PSU awards, the grant date fair value is calculated using a Monte Carlo simulation for each award on the date of grant based on the probable outcome at the time of grant and assumes performance at the target level. Additional information regarding FASB ASC Topic 718 calculations related to these awards is included in footnote 10 of our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026.

  61. Outstanding Equity Awards at Fiscal Year End Table

    Outstanding Equity Awards at Fiscal Year End Table The following table provides information on the holdings of stock option and stock awards by the named executives at the end of the fiscal year. This table includes unexercised and unvested option awards, unvested RSU awards, and unvested PSU awards. Each equity grant is shown separately for each named executive. The vesting schedule for each grant is shown in the footnotes following this table, based on the award date. The market value of the stock awards is based on the closing market price of our stock as of January 30, 2026, which was $117.59. For additional information about the option awards and stock awards, see the description of equity incentive compensation in the Compensation Discussion and Analysis.

  62. Outstanding Equity Awards at Fiscal Year End Table

    | Name | Award Date | Option Awards | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Michael C. Creedon, Jr. | 3/31/2023 | 5,842 | 2,922(1) | — | 143.55 | 3/31/2033 | — | — | — | — | | | 3/31/2023 | — | — | — | — | — | 1,811(2) | 212,955 | — | — | | | 3/31/2023 | — | — | — | — | — | — | — | 9,056(3) | 1,064,895 | | | 4/1/2024 | 4,223 | 8,448(4) | — | 135.91 | 4/1/2034 | — | — | — | — | | | 4/1/2024 | — | — | — | — | — | 5,518(5) | 648,862 | — | — | | | 4/1/2024 | — | — | — | — | — | — | — | 13,795(6) | 1,622,154 | | | 1/3/2025 | 4,568 | 9,138(7) | — | 73.36 | 1/3/2035 | — | — | — | — | | | 1/3/2025 | — | — | — | — | — | 6,134(8) | 721,297 | — | — | | | 1/3/2025 | — | — | — | — | — | — | — | 15,335(9) | 1,803,243 | | | 4/1/2025 | — | — | — | — | — | 59,729(10) | 7,023,533 | — | — | | | 4/1/2025 | — | — | — | — | — | — | — | 59,729(11) | 7,023,533 | | Stewart Glendinning | 4/1/2025 | — | — | — | — | — | 32,353(10) | 3,804,389 | — | — | | | 4/1/2025 | — | — | — | — | — | — | — | 32,353(11) | 3,804,389 | | Jeffrey Davis | 3/31/2023 | 5,056 | —(1) | — | 143.55 | 3/30/2026 | — | — | — | — | | | 4/1/2024 | 2,815 | —(4) | — | 135.91 | 3/30/2026 | — | — | — | — | | Richard McNeely | 3/31/2023 | 4,944 | 2,472(1) | — | 143.55 | 3/31/2033 | — | — | — | — | | | 3/31/2023 | — | — | — | — | — | 1,533(2) | 180,265 | — | — | | | 3/31/2023 | — | — | — | — | — | — | — | 7,662(3) | 900,975 | | | 4/1/2024 | 2,477 | 4,956(4) | — | 135.91 | 4/1/2034 | — | — | — | — | | | 4/1/2024 | — | — | — | — | — | 3,238(5) | 380,756 | — | — | | | 4/1/2024 | — | — | — | — | — | — | — | 8,093(6) | 951,656 | | | 4/1/2025 | — | — | — | — | — | 15,264(10) | 1,794,894 | — | — | | | 4/1/2025 | — | — | — | — | — | — | — | 15,264(11) | 1,794,894 |

  63. Outstanding Equity Awards at Fiscal Year End Table

    | Name | Award Date | Option Awards | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Robert Aflatooni | 3/31/2023 | 3,820 | 1,910(1) | — | 143.55 | 3/31/2033 | — | — | — | — | | | 3/31/2023 | — | — | — | — | — | 1,184(2) | 139,227 | — | — | | | 3/31/2023 | — | — | — | — | — | — | — | 5,921(3) | 696,250 | | | 4/1/2024 | 1,914 | 3,830(4) | — | 135.91 | 4/1/2034 | — | — | — | — | | | 4/1/2024 | — | — | — | — | — | 2,502(5) | 294,210 | — | — | | | 4/1/2024 | — | — | — | — | — | — | — | 6,254(6) | 735,408 | | | 4/1/2025 | — | — | — | — | — | 14,932(10) | 1,755,854 | — | — | | | 4/1/2025 | — | — | — | — | — | — | — | 14,932(11) | 1,755,854 | | Steven Schumacher | 3/31/2023 | 716 | 359(1) | — | 143.55 | 3/31/2033 | — | — | — | — | | | 3/31/2023 | — | — | — | — | — | 494(2) | 58,089 | — | — | | | 3/31/2023 | — | — | — | — | — | — | — | 1,037(3) | 121,941 | | | 4/1/2024 | 359 | 719(4) | — | 135.91 | 4/1/2034 | — | — | — | — | | | 4/1/2024 | — | — | — | — | — | 1,043(5) | 122,646 | — | — | | | 4/1/2024 | — | — | — | — | — | — | — | 1,095(6) | 128,761 | | | 7/5/2024 | — | — | — | — | — | 1,250(12) | 146,988 | — | — | | | 1/3/2025 | 643 | 1,288(7) | — | 73.36 | 1/3/2035 | — | — | — | — | | | 1/3/2025 | — | — | — | — | — | 864(8) | 101,598 | — | — | | | 1/3/2025 | — | — | — | — | — | — | — | 2,160(9) | 253,994 | | | 4/1/2025 | — | — | — | — | — | 11,614(10) | 1,365,690 | — | — | | | 4/1/2025 | — | — | — | — | — | — | — | 11,614(11) | 1,365,690 |

  64. Outstanding Equity Awards at Fiscal Year End Table

    Footnotes to Outstanding Equity Awards Table: (1) The named executive officers that participated in the Company’s 2023 long term incentive program (Messrs. Creedon, Davis, McNeely, Aflatooni and Schumacher) were awarded stock options on March 31, 2023. The stock options generally will vest in three approximately equal installments over three years provided the named executive officer remains continuously employed with the Company through the vesting dates, except in the case of death, disability or retirement. Mr. Davis’s stock options expired on the one-year anniversary of his termination of employment. (2) The named executive officers that participated in the Company’s 2023 long term incentive program (Messrs. Creedon, Davis, McNeely, Aflatooni and Schumacher) were awarded RSUs on March 31, 2023. The RSUs will vest in three approximately equal installments over three years provided the named executive officer remains continuously employed with the Company through the vesting dates, except in the case of death, disability or retirement. On March 31, 2023, the named executive officers that participated in the Company’s 2023 long term incentive program (Messrs. Creedon, Davis, McNeely, Aflatooni and Schumacher) were awarded 2023 Three-Year PSUs that vest based on the achievement of three-year cumulative adjusted earnings per share and adjusted total revenue goals for the performance period beginning on January 29, 2023 and ending on January 31, 2026, with a relative TSR modifier during the performance period and provided that the named executive officer remains with the Company through such period, except in the case of death, disability or retirement. The amounts shown in this table for these awards assume performance at target. On March 31, 2026, the Company issued shares of common stock upon settlement of the 2023 Three-Year PSUs, as described in the Compensation Discussion and Analysis. The named executive officers that participated in the Company’s 2024 long term incentive program (Messrs. Creedon, Davis, McNeely, Aflatooni and Schumacher) were awarded stock options on April 1, 2024. The stock options generally will vest in three approximately equal installments over three years provided the named executive officer remains continuously employed with the Company through the vesting dates, except in the case of death, disability or retirement. Mr. Davis’s stock options expired on the one-year anniversary of his termination of employment. (5) The named executive officers that participated in the Company’s 2024 long term incentive program (Messrs. Creedon, Davis, McNeely, Aflatooni and Schumacher) were awarded RSUs on April 1, 2024. The RSUs will vest in three approximately equal installments over three years provided the named executive officer remains continuously employed with the Company through the vesting dates, except in the case of death, disability or retirement. (6) On April 1, 2024, the named executive officers that participated in the Company’s 2024 long term incentive program (Messrs. Creedon, Davis, McNeely, Aflatooni and Schumacher) were awarded 2024 Three-Year PSUs that vest based on the achievement of three-year cumulative adjusted earnings per share and adjusted total revenue goals for the performance period beginning on February 4, 2024 and ending on January 30, 2027, with a relative TSR modifier during the performance period and provided that the named executive officer remains with the Company through such period, except in the case of death, disability or retirement. The amount of payment, if earned, will range from 37.5% to 250% of stated target and will be paid in 2027, when the achievement level is available and approved by the Compensation Committee. These awards are shown based on achievement of target performance. (7) Represents stock options awarded on January 3, 2025 under the 2021 Omnibus Incentive Plan in connection with Mr. Creedon’s appointment as interim CEO and Mr. Schumacher’s appointment to CPO. The stock options will vest in three approximately equal installments over three years provided Messrs. Creedon and Schumacher remain continuously employed with the Company through the vesting dates, except in the case of death, disability or retirement. (8) Represents RSUs awarded on January 3, 2025 as part of the Company’s 2024 long-term incentive program in connection with Mr. Creedon’s appointment as interim CEO and Mr. Schumacher’s appointment to CPO. These RSUs will vest in three approximately equal installments over three years provided that the named executive officer remains continuously employed with the Company through the vesting dates, except in the case of death, disability or retirement. (9) Messrs. Creedon and Schumacher were awarded additional 2024 Three-Year PSUs as part of the Company’s 2024 long-term incentive program in connection with Mr. Creedon’s appointment as interim CEO and Mr. Schumacher’s appointment to CPO. The 2024 Three-Year PSUs vest based on the achievement of three-year cumulative adjusted earnings per share and adjusted total revenue goals for the performance period beginning on February 4, 2024 and ending on January 30, 2027, with a relative TSR modifier during the performance period and provided that the named executive officer remains with the Company through such period, except in the case of death, disability or retirement. The amount of payment, if earned, will range from 37.5% to 250% of stated target and will be paid in 2027, when the achievement level is available and approved by the Compensation Committee. These awards are shown based on achievement of target performance. (10) The named executive officers that participated in the Company’s 2025 long term incentive program (Messrs. Creedon, Glendinning, McNeely, Aflatooni and Schumacher) were awarded RSUs on April 1, 2025. The RSUs will vest in three approximately equal installments over three years provided the named executive officer remains continuously employed with the Company through the vesting dates, except in the case of death, disability or retirement. (11) On April 1, 2025, the named executive officers that participated in the Company’s 2025 long term incentive program (Messrs. Creedon, Glendinning, McNeely, Aflatooni and Schumacher) were awarded 2025 Three-Year PSUs that vest based on the achievement of a three-year cumulative adjusted earnings per share goal for the performance period beginning on February 2, 2025 and ending on January 29, 2028, with a relative TSR modifier during the performance period and provided that the named executive officer remains with the Company through such period, except in the case of death, disability or retirement. The amount of payment, if earned, will range from 37.5% to 250% of stated target and will be paid in 2028, when the achievement level is available and approved by the Compensation Committee. These awards are shown based on achievement of target performance. Mr. Schumacher was awarded RSUs in recognition of his time as Interim CPO. These RSUs will vest in three approximately equal installments over three years provided that Mr. Schumacher remains continuously employed with the Company through the vesting dates, except in the case of death, disability or retirement.

  65. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table In the table below, we list information on the exercise of options and the vesting of restricted stock units during the fiscal year ended January 31, 2026. The value realized on exercise of options represents the spread between the sale price and the option strike price at the time of exercise. The value realized on vesting of RSUs reflects the fair market value of the shares at the time of vesting.

  66. Option Exercises and Stock Vested Table

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Michael C. Creedon, Jr. | — | — | 10,280 | 1,014,730 | | Stewart Glendinning | — | — | — | — | | Jeffrey Davis | — | — | 3,406 | 256,185 | | Richard McNeely | — | — | 11,306 | 851,380 | | Robert Aflatooni | — | — | 4,237 | 384,958 | | Steven Schumacher | — | — | 2,505 | 227,819 |

  67. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation Named executive officers may elect to defer up to 50% of their base salary and up to 100% of their MICP bonus to the Dollar Tree Supplemental Deferred Compensation Plan, an unfunded, non-qualified deferred compensation plan (“NQDC”). Elections to defer amounts earned during the next calendar year are due by December 31 of each year and are irrevocable. Deferred amounts are held for each participant in separate individual accounts in an irrevocable rabbi trust. Executives’ accounts are credited with earnings or losses based on the rate of return of mutual funds selected by the executive, which he or she may change at any time. A deferral period and payment date must be irrevocably specified at election for each separate annual deferral. This deferral period must be at least two years in length, and the payment date can be any date on or after that point. Alternately, the payment can be tied to termination of employment, including retirement. The executive must also make an irrevocable election regarding payment terms, which may be either a lump sum, or in specified annual installments. Hardship withdrawals are available for unforeseeable emergency financial hardship situations, such as for an unexpected illness, accident or property loss. If a participant dies before receiving the full value of the deferral account balances, the designated beneficiary would receive the remainder of that benefit in the same payment form as originally specified (i.e., lump sum or installments). Executives are fully vested in their accounts and in the event the NQDC Plan is terminated upon a change in control of the Company, the executives’ entire account balances will be distributed. None of our NEOs participated in our NQDC Plan during fiscal 2025.

  68. Payments upon Termination or Change in Control

    Payments upon Termination or Change in Control Our Executive Agreements and change in control Retention Agreements with certain of our named executive officers and certain awards, plans and programs in which our named executive officers participate provide for benefits or payments upon certain employment termination events, including in connection with a change in control. In September 2025, Richard McNeely announced his retirement from the Company in April 2026. In connection with his retirement, Mr. McNeely is entitled to receive the benefits described below for a termination due to retirement. In addition, pursuant to the letter agreement with Mr. McNeely described under “Compensation Discussion and Analysis—Components of Executive Compensation—Special Incentives in Connection with Strategic Initiatives” above, Mr. McNeely received a $2.3 million equity award in April 2026. We also expect that Mr. McNeely will assist the Company in a consulting capacity for the remainder of 2026 for monthly fees of approximately $50,000. The following discussion and the tables below relate only to a retirement scenario in the case of Mr. McNeely. Jeffrey Davis served as our Chief Financial Officer until March 30, 2025. In connection with his departure, Mr. Davis received the severance payments and benefits provided under Section 5 of his executive agreement with the Company and reflected in the Summary Compensation Table. Retention Agreements. The Company has Retention Agreements with certain executive officers, including each of the named executive officers other than Mr. McNeely. The Retention Agreements provide for severance benefits which are payable only upon the occurrence of both a change in control of the Company and the executive’s termination without “cause” or resignation for “good reason,” as defined in the agreements (commonly known as a “double trigger”). The Retention Agreements provide for a severance payment of 1.5 times (2.5 times in the case of Mr. Creedon) the executive’s base salary and bonus. These agreements also contain a clawback provision and certain restrictive covenants which apply under certain circumstances. Executive Agreements. The Company has certain Executive Agreements with its named executive officers that provide for a release and restrictive covenants to protect the Company, including a covenant not to compete, in consideration for which the Company agreed to provide a severance benefit and a COBRA continuation benefit for the benefit period set forth in the Executive Agreement in the event the executive’s employment is terminated without “cause” (as defined in the agreement) or on account of the executive’s “disability” (as defined in the agreement). An executive is not entitled to the benefits provided by the Executive Agreement if the executive retires, voluntarily resigns for any reason or receives payments under the change in control Retention Agreements. The Executive Agreements with Messrs. Creedon, Glendinning, Aflatooni and Schumacher provide a lump sum severance payment of 24 months of base salary plus a prorated portion of one year of the executive’s target bonus. Equity Plans. Our equity compensation plans contain provisions that may convey benefits to our executives and other plan participants upon a change in control. Generally, the provisions address the treatment of awards upon separation from the Company due to death, disability or retirement, or due to a change in control, as defined within the plans. The Company’s 2021 Omnibus Incentive Plan, the principal plan under which we currently make awards, provides that in the event of a change in control, awards do not automatically vest, although the Compensation Committee may accelerate the vesting or exercisability of an award in its sole discretion. The benefits and payments arising under these agreements and plans for our named executive officers are discussed below, except to the extent a benefit or payment is available generally to all salaried employees and does not discriminate in favor of our executive officers or to the extent already discussed under “Non-Qualified Deferred Compensation” above. ▶

  69. Payments Upon Termination Due to Death, Disability or Retirement

    Payments Upon Termination Due to Death, Disability or Retirement If a named executive officer’s employment with us terminates due to death, disability or retirement (as defined in the applicable agreements): Severance Benefit. Under the Executive Agreements with Messrs. Creedon, Glendinning, Aflatooni and Schumacher, in the event of termination of executive’s employment because of disability (not retirement or death), the executive receives a lump sum severance payment and a COBRA continuation benefit (if elected by the executive) for the benefit period. Annual bonus. The annual cash bonus under the MICP will not be paid. Stock options. Our form of stock option agreement provides that in the event of an executive’s termination of employment due to death, the option will become fully vested and exercisable on the date of death. In the event of the executive’s termination of employment due to disability or retirement (as defined in the stock option agreement), the option will continue to vest and become exercisable in accordance with the vesting and exercise schedule set forth in the notice of grant, as though the executive had not had a termination of employment. Options may be exercised until the ten-year anniversary of the grant date if the executive’s termination of employment was due to death, disability or retirement, unless such options have expired earlier. Service-based restricted stock units. Our form of restricted stock unit agreement provides that in the event of an executive’s termination of employment due to death, the service-based vesting requirements of service-based restricted stock units shall be deemed satisfied and the restricted stock units shall be fully vested. In the event of the executive’s termination of employment due to disability or retirement (as those terms are defined in the restricted stock unit agreement), the restricted stock units will continue to vest in accordance with the vesting dates set forth in the notice of grant, as though the executive had not had a termination of employment. Performance-based restricted stock units. Service-based vesting requirements shall be deemed satisfied, but no payment is made unless and until performance-based criteria are determined to be satisfied by the Compensation Committee. ▶

  70. Potential Payments to Named Executive Officers Upon Occurrence of Various Termination Events, as of January 31, 2026 (excluding Change in Control)

    Potential Payments to Named Executive Officers Upon Occurrence of Various Termination Events, as of January 31, 2026 (excluding Change in Control) Below are estimated amounts that would have been payable to our named executive officers upon various termination events determined as if the event occurred on January 31, 2026 and, except as otherwise indicated below, payable under the terms of the applicable Executive Agreement in effect on said date. The table below excludes certain terminations in connection with a change in control (which are shown on the table on page 57). There are no payouts upon voluntary termination by the executive or involuntary termination for cause and these termination events are not shown in the table. Except for performance-based awards where actual performance achievement has been determined previously by the Compensation Committee, the table below assumes that the performance-based criteria of applicable awards are ultimately determined by the Committee at the target level. For Mr. McNeely, the amounts shown in the table relate only to the payments and benefits he is eligible to receive in connection with retirement.

  71. Potential Payments to Named Executive Officers Upon Occurrence of Various Termination Events, as of January 31, 2026 (excluding Change in Control)

    | Name | Death ($) | Disability ($) | Retirement ($)(1) | Involuntary Termination without Cause ($) | | Michael C. Creedon, Jr. | | | | | | Severance Benefit(2) | — | 4,578,205 | n/a | 4,578,205 | | Equity Award Acceleration(3) | 20,524,646 | 20,524,646 | n/a | — | | Total | 20,524,646 | 25,102,851 | n/a | 4,578,205 | | Stewart Glendinning | | | | | | Severance Benefit(2) | — | 2,870,844 | n/a | 2,870,844 | | Equity Award Acceleration(3) | 7,608,779 | 7,608,779 | n/a | — | | Total | 7,608,779 | 10,479,623 | n/a | 2,870,844 | | Richard McNeely | | | | | | Salary Continuation(2) | — | — | — | — | | Equity Award Acceleration(3) | — | — | 6,003,440 | — | | Total | — | — | 6,003,440 | — | | Robert Aflatooni | | | | | | Severance Benefit(2) | — | 1,980,750 | n/a | 1,980,750 | | Equity Award Acceleration(3) | 5,376,803 | 5,376,803 | n/a | — | | Total | 5,376,803 | 7,357,553 | n/a | 1,980,750 | | Steven Schumacher | | | | | | Severance Benefit(2) | — | 1,739,784 | n/a | 1,739,784 | | Equity Award Acceleration(3) | 3,722,366 | 3,722,366 | n/a | — | | Total | 3,722,366 | 5,462,150 | n/a | 1,739,784 |

  72. Potential Payments to Named Executive Officers Upon Occurrence of Various Termination Events, as of January 31, 2026 (excluding Change in Control)

    (1) Messrs. Creedon, Glendinning, Aflatooni & Schumacher did not qualify for retirement as of January 31, 2026, the date for the analysis provided in this table (2) Represents the aggregate amount of severance payments or salary continuation and COBRA continuation benefits under the executive’s Executive Agreement, assuming the executive elected to receive such medical insurance coverage for its maximum duration. Represents the value of unvested service-based RSUs and performance-based PSUs based on the closing price on Friday, January 30, 2026 ($117.59). For Messrs. Creedon & Schumacher, this amount also includes the value of unvested stock options that were granted on January 3, 2025 with a strike price of $73.36. Under the stock option and RSU awards, upon the executive’s disability or retirement, the awards will continue to vest in accordance with the schedule set forth in the award, as if the executive had not had a termination of employment, subject, in the case of retirement, to executive’s continued compliance with the restrictive covenants set forth in the award agreement. Under the PSU awards with three-year performance criteria, service-based vesting requirements shall be deemed satisfied upon the executive’s death, disability or retirement, but no payment is made until achievement of the performance-based criteria is determined by the Compensation Committee and subject, in the case of retirement, to executive’s continued compliance with the restrictive covenants set forth in the award agreement.

  73. Potential Payments to Named Executive Officers Upon Occurrence of “Double Trigger” / Change in Control, as of January 31, 2026

    Potential Payments to Named Executive Officers Upon Occurrence of “Double Trigger” / Change in Control, as of January 31, 2026 If a named executive officer is involuntarily terminated by the Company without cause or resigns with good reason, in each case within two years following a change in control (or in certain cases during the six months before a change in control), then the named executive officer will be entitled to receive the amounts estimated in the table below. Please note that the table assumes that (i) a qualifying change in control has occurred, (ii) performance-based criteria of applicable awards are ultimately determined by the Compensation Committee at the target amount, and (iii) the termination of the executive occurred as of January 31, 2026.

  74. Potential Payments to Named Executive Officers Upon Occurrence of “Double Trigger” / Change in Control, as of January 31, 2026

    | Name | Severance Payment(1) | Bonus(2) | | RSUs, PSUs and Options Vested Due to Event(3) | Total | | | | Earned but Unpaid MICP | Pro-Rata Calculated Bonus | | | | Michael C. Creedon, Jr. | $4,962,795 | $3,166,800 | — | $20,524,646 | $28,654,241 | | Stewart Glendinning | 2,506,189 | 1,542,800 | — | 7,608,779 | 11,657,767 | | Robert Aflatooni | 1,578,067 | 959,378 | — | 5,376,803 | 7,914,248 | | Steven Schumacher | 1,137,694 | 828,240 | — | 3,722,366 | 5,688,300 |

  75. Potential Payments to Named Executive Officers Upon Occurrence of “Double Trigger” / Change in Control, as of January 31, 2026

    (1) The Retention Agreements with our executives provide for a severance payment in the amount of 1.5x (2.5x for Mr. Creedon) the sum of the executive’s reference salary and reference bonus amounts. This column also includes the cost of continued health and life insurance benefits provided under the agreement. (2) Under the Retention Agreements, if there are amounts earned but unpaid under our MICP, then these shall be paid out, together with a pro rata calculated bonus for the fiscal year in which termination occurs. Because this table assumes termination occurs as of the last day of the fiscal year, it shows actual MICP amounts earned for the completed fiscal year. At such date, there would be no pro rata bonus allocable to the new fiscal year. The value of unvested equity awards that become payable under the scenario described based on the closing market price of our stock as of January 30, 2026, which was $117.59. The value of accelerated options is based on the spread between the $117.59 closing price of our common stock on January 30, 2026 and the exercise price of the option.

  76. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, we present below the required ratio of the annual total compensation of our Chief Executive Officer for fiscal 2025, as reported in the Summary Compensation Table of this proxy statement, to the annual total compensation of our median employee (excluding the Chief Executive Officer). In addition, we are providing a supplemental pay ratio that excludes part-time employees, which we believe provides a more representative comparison of the Chief Executive Officer’s annual total compensation to the median employee’s annual total compensation.

  77. Pay Ratio Methodology

    Pay Ratio Methodology In determining the median employee, we included all U.S. employees who were employed by the Company on January 31, 2026, the date we selected to identify our employees for purposes of the pay ratio calculation. We excluded all 4,523 associates who are employed in Canada and other jurisdictions outside of the United States, as they represent less than five percent (5%) of our total workforce. We then compiled compensation information for the period beginning on February 2, 2025 through January 31, 2026. Out of a total population of 148,509 employees, 114,042 were part-time employees. The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, we chose to use regular salary and wages, as reflected in our payroll records, as our consistently applied compensation measure. We excluded bonuses and equity from our calculation, as these compensation components are not widely distributed among our workforce. We annualized the compensation for all permanent employees who worked for the Company less than the full year (such as new hires during the year and employees on an unpaid leave of absence during the measurement period). We did not make full-time equivalent adjustments for employees. With respect to part-time workers who worked less than the measurement period, we calculated wages using the hourly rate for each associate and a reasonable estimate of the average number of hours worked by our part-time workforce. We did not make any cost-of-living adjustments in identifying the median employee. Based on our methodology, we determined that our median employee in fiscal 2025 was a part-time hourly store associate located in the United States.

  78. Required Pay Ratio

    Required Pay Ratio The Chief Executive Officer’s total annual compensation for fiscal year 2025, as reported in the Summary Compensation Table on page 44 of this proxy statement, was $14,775,215. The median employee’s total annual compensation for fiscal 2025 was $16,214, resulting in an estimated pay ratio of 911:1. The pay ratio reported by other companies may not be comparable because companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own ratios. We consider both the required and supplemental pay ratios to be reasonable estimates based on the methodology we used to determine our median employee.

  79. Supplemental Pay Ratio

    Supplemental Pay Ratio In addition to the pay ratio required by the SEC’s rules, we are also providing a supplemental pay ratio that excludes all part-time employees of the Company from the determination of our median employee and the calculation of the annual total compensation of our median employee. Our large population of 114,042 part-time employees out of a total population of 148,509 employees of the Company in the United States has the effect of lowering the annual total compensation for our median employee. We believe that a pay ratio that uses only full-time employees as of January 31, 2026 (excluding the Chief Executive Officer) for purposes of determining our median employee provides a more representative comparison of the Chief Executive Officer’s annual total compensation to the median employee’s annual total compensation. We identified the median employee for purposes of the supplemental pay ratio using the same methodology as the required pay ratio. Applying this methodology to our full-time employees at January 31, 2026, we determined that our median employee in fiscal 2025 was a full-time Assistant Store Manager located in the United States with total annual compensation in the amount of $41,596. As a result, the ratio of the total annual compensation of the Chief Executive Officer, in the amount of $14,775,215 for fiscal 2025, as reported in the Summary Compensation Table, to the median full-time employee’s total annual compensation for fiscal 2025, was estimated to be 355:1. We are committed to good corporate governance practices, and we believe our compensation program and philosophy are designed to attract and retain good talent, motivate our associates and recognize individual achievements.

  80. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following information is presented to disclose the relationship between executive “compensation actually paid,” as calculated under applicable SEC rules, and the Company’s financial performance.

  81. Pay versus Performance Table

    Pay versus Performance Table The following table provides information on the total compensation and compensation actually paid to our principal executive officer and to our other named executive officers, along with the total shareholder return of the Company and our executive compensation peer group, our net income and our adjusted operating income for the fiscal years 2025, 2024, 2023, 2022 and 2021. The Company-selected measure for evaluating pay versus performance is adjusted operating income. The Company-selected peer group is the Company’s compensation benchmarking peer group for 2025. The compensation actually paid to our named executive officers has been calculated in a manner consistent with Item 402(v) of Regulation S-K.

  82. Pay versus Performance Table

    | Year | Summary Compensation Table Total for Principal Executive Officer(1) (Creedon) | Summary Compensation Table Total for Principal Executive Officer(2) (Dreiling & Witynski) | Compensation Actually Paid to Principal Executive Officer(1)(3) (Creedon) | Compensation Actually Paid to Principal Executive Officer(2) (Dreiling & Witynski) | | 2025 | $14,775,215 | $— | $20,883,292 | $— | | 2024 | 7,727,779 | 1,268,876 | 4,392,314 | (65,941,012) | | 2023 | — | 3,360,766 | — | (12,587,550) | | 2022 | — | 13,975,672 | — | 20,670,372 | | 2021 | — | 10,249,968 | — | 15,287,848 |

  83. Pay versus Performance Table

    | Year | Average Summary Compensation Table Total for Non-Principal Executive Officer NEOs(4) | Average Compensation Actually Paid to Non- Principal Executive Officer NEOs(5) | Value of Initial Fixed $100 Investment Based on: | | Company Net Income (Loss) (dollars in millions) | Company Adjusted Operating Income(8) (dollars in millions) | | | | | Company Total Shareholder Return(6) | Peer Group Total Shareholder Return(7) | | | | 2025 | $4,598,484 | $5,957,770 | $115.67 | $167.91 | $1,282.5 | $1,880.1 | | 2024 | 4,627,846 | 1,861,128 | 72.15 | 152.31 | (3,030.1) | 1,807.9 | | 2023 | 4,054,064 | 2,938,499 | 136.45 | 131.65 | (998.4) | 1,784.8 | | 2022 | 22,391,696 | 22,135,106 | 147.91 | 125.97 | 1,615.4 | 2,311.5 | | 2021 | 4,467,484 | 6,925,640 | 126.39 | 124.78 | 1,327.9 | 1,852.6 |

  84. Pay versus Performance Table

    (1) Mr. Creedon was appointed our principal executive officer on November 3, 2024. Mr. Dreiling served as principal executive officer from the beginning of fiscal year 2023 through November 3, 2024. Mr. Witynski served as our principal executive officer from July 20, 2020 through the end of fiscal 2022. The following table sets forth the adjustments made to arrive at compensation actually paid to our principal executive officer during 2025:

  85. Pay versus Performance Table

    | Adjustments to determine compensation actually paid for principal executive officer | Creedon | | Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table | $(9,443,155) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | 15,255,384 | | Increase/Deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted during Prior Year that were Outstanding and Unvested as of current Year-end | (145,881) | | Increase/Deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted during Prior Year that Vested during current Year | 441,728 | | Deduction of Fair Value of Award Granted during Prior Year that were Forfeited during 2025 | — |

  86. Pay versus Performance Table

    (4) During 2025, our remaining named executive officers consisted of Jeffrey Davis, Stewart Glendinning, Richard McNeely, Bobby Aflatooni and Steven Schumacher. During 2024, our remaining named executive officers consisted of Jeffrey Davis, Lawrence Gatta, Jr., Michael Kindy and Richard McNeely. During 2023, our remaining named executive officers consisted of Michael C. Creedon, Jr., Jeffrey Davis, Lawrence Gatta, Jr., and Richard McNeely. During 2022, our remaining named executive officers consisted of Jeffrey Davis, Kevin Wampler, Richard Dreiling, Lawrence Gatta, Jr., Alasdair James, Thomas O’Boyle, Jr. and Richard McNeely. During 2021, our remaining named executive officers consisted of Kevin Wampler, Bob Sasser, Alasdair James and Richard McNeely. (5) The following table sets forth the adjustments made to arrive at average compensation actually paid to our remaining named executive officers during 2025:

  87. Pay versus Performance Table

    | Adjustments to determine compensation actually paid for remaining named executive officers | 2025 | | Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table | $(2,345,034) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | 3,870,259 | | Increase/Deduction for Change in Fair Value from Prior Year-end to current Year-end of Awards Granted during Prior Year that were Outstanding and Unvested as of current Year-end | 46,393 | | Increase/Deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted during Prior Year that Vested during current Year | 38,377 | | Deduction of Fair Value of Award Granted during Prior Year that were Forfeited during 2025 | (250,710) |

  88. Pay versus Performance Table

    (6) This represents the cumulative shareholder return on our common stock, assuming a fixed investment of $100 on January 31, 2021, in our common stock. The stock price performance shown in the table is not necessarily indicative of future price performance. (7) This represents the cumulative shareholder return of the Company’s benchmarking peer group for fiscal 2025, consisting of the following companies: Albertsons Companies, Inc., Autozone, Inc., BJ’s Wholesale Club Holdings, Inc., Burlington Stores, Inc., Dollar General Corporation, Lowe’s Companies, Inc., Macy’s, Inc., Nordstrom, Inc., Performance Food Group Co., Ross Stores, Inc., Target Corporation, The Gap, Inc., The Kroger Co., The TJX Companies, Inc., Tractor Supply Company and Walgreens Boots Alliance. Rite Aid Corporation was removed from the calculations in this column following its bankruptcy in October 2023. Performance Food Group Co. was added to the benchmarking peer group in 2025 to replace Rite Aid Corporation. The cumulative total shareholder return for the peer group, without Performance Food Group Co., would have been $125.24, $125.84, $131.08, $151.49 and $167.17 in 2021, 2022, 2023, 2024 and 2025, respectively. In addition, Nordstrom, Inc. and Walgreens Boots Alliance were both removed from the calculations once they were taken private in May 2025 and August 2025, respectively. Adjusted Operating Income for purposes of our executive compensation program is a non-GAAP measure that adjusts GAAP operating income to exclude the impact of various items to the extent that the amounts related to those items differ from the budget approved by the Board of Directors for the applicable year. The definition of adjusted operating income used by the Committee is provided on page 33.