Form 8-K

8-K — DOLLAR GENERAL CORP

Accession: 0001104659-26-069198

Filed: 2026-06-02

Period: 2026-05-28

CIK: 0000029534

SIC: 5331 (RETAIL-VARIETY STORES)

Item: Results of Operations and Financial Condition

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2616084d1_8k.htm (Primary)

EX-99 — EXHIBIT 99 (tm2616084d1_ex99.htm)

GRAPHIC (tm2616084d1_ex99-1img001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2616084d1_8k.htm · Sequence: 1

false

0000029534

2026-05-28

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 28, 2026

DOLLAR GENERAL CORPORATION

(Exact name of registrant as specified in its charter)

Tennessee

001-11421

61-0502302

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

100 MISSION RIDGE

GOODLETTSVILLE, TN

37072

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (615) 855-4000

(Former name or former address, if changed since last report)

Check the appropriate box below if the

Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

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

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Common Stock, par value $0.875 per share

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the

registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards

provided pursuant to Section 13(a) of the Exchange Act. ¨

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

June 2, 2026, Dollar General Corporation (the “Company”) issued a news release regarding results of operations and

financial condition for the fiscal 2026 first quarter (13 weeks) ended May 1, 2026. The news release is furnished as Exhibit 99 hereto

and is incorporated herein by reference.

The information contained

within this Item 2.02, including the information in Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of

the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities

Act of 1933, as amended.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Annual Meeting of the

Company’s Shareholders was held on May 28, 2026. The following are the final voting results on proposals considered and voted upon

by the Company’s shareholders, each of which is described in more detail in the Company’s definitive proxy statement filed

with the Securities and Exchange Commission on April 7, 2026 (the “Proxy Statement”).

The following individuals

were elected to serve as directors of the Company, each of whom will hold office until the Annual Meeting of the Company’s Shareholders

to be held in 2027 and until his or her successor is duly elected and qualified. The tabulation of votes on this matter was as follows:

Name

Votes

For

Votes

Against

Votes

Abstaining

Broker

Non-Votes

Michael M. Calbert

175,007,879

7,508,861

224,596

15,020,306

Ana M. Chadwick

178,940,109

3,627,856

173,371

15,020,306

Gregory H. Hicks

181,229,625

1,335,370

176,341

15,020,306

Timothy I. McGuire

177,802,154

4,763,312

175,870

15,020,306

David P. Rowland

179,512,391

3,011,970

216,975

15,020,306

Debra A. Sandler

176,532,086

6,035,328

173,922

15,020,306

Ralph E. Santana

180,733,581

1,727,993

279,762

15,020,306

Kathleen M. Scarlett

180,892,658

1,571,892

276,786

15,020,306

Todd J. Vasos

182,108,558

458,274

174,504

15,020,306

The resolution regarding the

compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved on an advisory (non-binding)

basis. The tabulation of votes on this matter was as follows:

Votes

For

Votes

Against

Votes

Abstaining

Broker

Non-Votes

160,040,421

21,835,901

865,014

15,020,306

The appointment of Ernst &

Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026 was ratified. The tabulation of votes

on this matter was as follows:

Votes

For

Votes

Against

Votes

Abstaining

Broker

Non-Votes

182,375,460

15,200,487

185,695

A shareholder proposal asking

the Company’s Board of Directors (the “Board”) to amend the director resignation policy to require directors who do

not receive a majority vote in uncontested elections to leave the Board within nine months was not approved. The tabulation of votes on

this matter was as follows:

Votes

For

Votes

Against

Votes

Abstaining

Broker

Non-Votes

28,164,688

154,045,190

531,458

15,020,306

A shareholder proposal asking

the Board to report on the feasibility of adopting a comprehensive human rights policy stating the Company’s commitment to respect

human rights, in alignment with international human rights standards, throughout its operation and value chain was not approved. The tabulation

of votes on this matter was as follows:

Votes

For

Votes

Against

Votes

Abstaining

Broker

Non-Votes

53,033,609

128,843,194

864,533

15,020,306

A shareholder proposal asking

the Board to take the steps necessary to reduce the minimum ownership percentage required to call a special shareholders’ meeting

from 25% to 10% was not approved. The tabulation of votes on this matter was as follows:

Votes

For

Votes

Against

Votes

Abstaining

Broker

Non-Votes

77,346,353

105,002,151

392,832

15,020,306

ITEM 7.01 REGULATION FD DISCLOSURE.

The information set forth

in Item 2.02 above is incorporated herein by reference. The news release also:

· sets forth statements regarding, among other things, the Company’s fiscal year 2026 outlook, as

well as the Company’s planned conference call to discuss the reported financial results, the Company’s fiscal year 2026 outlook,

and certain other matters; and

· announces that on June 1, 2026, the Board declared a quarterly cash dividend of $0.59 per share on the

Company’s outstanding common stock payable on or before July 21, 2026, to shareholders of record on July 7, 2026.

The information contained

within this Item 7.01, including the information in Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of

the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities

Act of 1933, as amended.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a)        Financial statements

of businesses acquired. N/A

(b)        Pro forma financial

information. N/A

transactions. N/A

(d)        Exhibits. See

Exhibit Index to this report.

EXHIBIT INDEX

Exhibit No.

Description

News release issued June 2, 2026

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Date: June

2, 2026

DOLLAR GENERAL CORPORATION

By:

/s/ Rhonda M. Taylor

Rhonda M. Taylor

Executive Vice President and General Counsel

EX-99 — EXHIBIT 99

EX-99

Filename: tm2616084d1_ex99.htm · Sequence: 2

Exhibit 99

Dollar

General Corporation Reports First Quarter 2026 Results

Updates

Financial Guidance for Fiscal Year 2026

GOODLETTSVILLE, Tenn.--(BUSINESS

WIRE)-- Dollar General Corporation (NYSE: DG) today reported financial results for its first quarter (13 weeks) ended May 1, 2026.

First Quarter Fiscal Year 2026

Highlights

· Net

Sales Increased 3.4% to $10.8 Billion

· Same-Store

Sales Increased 2.0%

· Operating

Profit Increased 10.8% to $638.5 Million

· Diluted

Earnings Per Share (“EPS”) Increased 12.4% to $2.00

· Cash

Flow From Operations of $716.2 Million

· Board

of Directors Declares Quarterly Cash Dividend of $0.59 per share

“We are pleased with our

first-quarter EPS performance, which exceeded our expectations as strong operating margin expansion more than offset the impact of severe

winter weather and higher fuel costs,” said Todd Vasos, Dollar General’s chief executive officer. “Our topline results

were highlighted by positive customer traffic and balanced category growth, while continued progress on our key initiatives drove another

quarter of strong operating profit growth.”

“These results reflect

the great work of our team, and I want to thank our store, supply chain, and support center associates for their continued dedication

to serving our customers with value and convenience. Looking ahead, we believe the essential nature of our offering and our expansive

footprint position us well to navigate the current macroeconomic environment. Overall, we remain confident in our ability to deliver

on the goals outlined in our long-term financial framework, while creating sustainable long-term shareholder value.”

First Quarter Fiscal 2026 Year

Overview

Net sales increased 3.4% to

$10.8 billion in the first quarter of fiscal 2026 compared to $10.4 billion in the first quarter of fiscal 2025. The net sales increase

was driven by positive sales contributions from new stores and growth in same-store sales, partially offset by the impact of store closures.

Same-store sales increased 2.0% compared to the first quarter of 2025, reflecting increases of 1.4% in customer traffic and 0.5% in average

transaction amount. Same-store sales in the first quarter of fiscal 2026 included growth in each of the consumables, seasonal, apparel,

and home products categories.

Gross profit as a percentage

of net sales was 31.6% in the first quarter of fiscal 2026 compared to 31.0% in the first quarter of fiscal 2025, an increase of 65 basis

points. This gross profit rate increase was driven primarily by higher inventory markups, and lower shrink and inventory damages; partially

offset by increased markdowns and transportation costs.

Selling, General and Administrative

Expenses (“SG&A”) as a percentage of net sales were 25.7% in the first quarter of fiscal 2026 compared to 25.4% in the

first quarter of fiscal 2025, an increase of 25 basis points. The primary expenses that were higher as a percentage of net sales in the

first quarter of 2026 were depreciation and amortization, utilities, and property taxes; partially offset by lower incentive compensation.

Operating profit for the first

quarter of fiscal 2026 increased 10.8% to $638.5 million compared to $576.1 million in the first quarter of fiscal 2025.

Net interest expense for the

first quarter of fiscal 2026 decreased 26.9% to $47.2 million compared to $64.6 million in the first quarter of fiscal 2025.

The effective

income tax rate in the first quarter of fiscal 2026 was 24.9% compared to 23.4% in the first quarter of fiscal 2025. This higher effective

income tax rate was primarily due to expired federal tax credits, partially offset by decreased expense from stock-based compensation.

The Company reported net income

of $444.1 million for the first quarter of fiscal 2026, an increase of 13.3% compared to $391.9 million in the first quarter of fiscal

2025. Diluted EPS increased 12.4% to $2.00 for the first quarter of fiscal 2026 compared to diluted EPS of $1.78 in the first quarter

of fiscal 2025.

Merchandise Inventories

As of May 1, 2026, total merchandise

inventories, at cost, were $6.6 billion compared to $6.6 billion as of May 2, 2025, a decrease of 1.6% on an average per-store basis.

Capital Expenditures

Total additions to property

and equipment in the first quarter of 2026 were $352 million, including approximately: $203 million for improvements, upgrades, remodels

and relocations of existing stores; $73 million related to store facilities, primarily for leasehold improvements, fixtures and equipment

in new stores; $62 million for distribution and transportation-related projects; and $12 million for information systems upgrades and

technology-related projects.

During the first quarter of

2026, the Company opened 190 new stores in the United States and 5 new stores in Mexico, remodeled 659 stores through Project Renovate

and 711 stores through Project Elevate, and relocated 6 stores.

Dividend

On June 1, 2026, the Company’s

Board of Directors declared a quarterly cash dividend of $0.59 per share on the Company’s common stock, payable on or before July

21, 2026 to shareholders of record on July 7, 2026. While the Board of Directors currently intends to continue regular cash dividends,

the declaration and amount of future dividends are subject to the sole discretion of the Board and will depend upon, among other things,

the Company’s results of operations, cash requirements, financial condition, contractual restrictions, excess debt capacity, and

other factors the Board may deem relevant in its sole discretion.

Fiscal Year 2026 Financial Guidance

and Store Growth Outlook

The Company is updating its

financial guidance to reflect its first quarter results and its outlook for the remainder of the year. The Company continues to expect

the following for fiscal year ending January 29, 2027 (“fiscal 2026”):

· Net

sales growth in the range of approximately 3.7% to 4.2%

· Same-store

sales growth in the range of approximately 2.2% to 2.7%

· Capital

expenditures, including those related to investments in the Company’s strategic initiatives,

in the range of $1.4 billion to $1.5 billion

The Company now expects the following

for fiscal 2026:

· Diluted

EPS in the range of approximately $7.20 to $7.45, compared to its previous expectation in

the range of $7.10 to $7.35

o Diluted

EPS guidance assumes an effective tax rate of approximately 24.5%, compared to the previous

assumption of approximately 25%

The Company is also reiterating its

plans to execute approximately 4,730 real estate projects in fiscal 2026, including opening approximately 450 new stores in the United

States and approximately 10 new stores in Mexico, remodeling approximately 2,000 stores through Project Renovate, remodeling approximately

2,250 stores through Project Elevate, and relocating approximately 20 stores.

The Company’s financial

guidance assumes no share repurchases in fiscal 2026 and does not include any potential impact from tariff refund payments.

Conference Call Information

The Company will hold a conference

call on June 2, 2026 at 8:00 a.m. CT/9:00 a.m. ET, hosted by Todd Vasos, chief executive officer, and Donny Lau, chief financial officer.

To participate via telephone, please call (877) 407-0890 at least 10 minutes before the conference call is scheduled to begin. The conference

ID is 13760155. There will also be a live webcast of the call available at https://investor.dollargeneral.com under “News &

Events,

Events & Presentations.”

A replay of the conference call will be available through June 30, 2026, and will be accessible via webcast replay or by calling (877)

660-6853. The conference ID for the telephonic replay is 13760155.

Forward-Looking Statements

This press release contains

forward-looking information within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act.

Forward-looking statements include those regarding the Company’s outlook, strategy, initiatives, plans, intentions or beliefs,

including, but not limited to, statements made within the quotation of Mr. Vasos, and in the sections entitled “Dividend”

and “Fiscal Year 2026 Financial Guidance and Store Growth Outlook.”

A reader can identify

forward-looking statements because they are not limited to historical fact or they use words such as

“accelerate,” “aim,” “anticipate,” “assume,” “believe,”

“beyond,” “can,” “committed,” “confident,” “continue,”

“could,” “drive,” “estimate,” “expect,” “focus on,”

“forecast,” “future,” “goal,” “guidance,” “intend,”

“investments,” “likely,” “long-term,” “looking ahead,” “look to,”

“may,” “model,” “moving toward,” “near-term,” “ongoing,”

“opportunities,” “outcome,” “outlook,” “plan,” “position,”

“potential,” “predict,” “project,” “prospects,” “seek,”

“should,” “subject to,” “target,” “uncertain,”

“well-positioned,” “will,” “would,” or “years ahead,” and similar expressions that

concern the Company’s outlook, long-term financial framework, strategies, plans, initiatives, intentions or beliefs about

future occurrences or results. These matters involve risks, uncertainties and other factors that may change at any time and may

cause actual results to differ materially from those which the Company expected. Many of these statements are derived from the

Company’s operating budgets and forecasts as of the date of this release, which are based on many detailed assumptions and

estimates that the Company believes are reasonable. However, it is very difficult to predict the effect of known factors on future

results, and the Company cannot anticipate all factors that could affect future results that may be important to an investor. All

forward-looking information should be evaluated in the context of these risks, uncertainties and other factors. Important factors

that could cause actual results to differ materially from the expectations expressed in or implied by such forward-looking

statements include, but are not limited to:

· economic

factors, including but not limited to employment levels; inflation (and the Company’s

ability to adjust prices sufficiently to offset the effect of inflation); pandemics; higher

fuel and energy costs (including those related to the conflict in the Middle East); healthcare,

housing and product costs; higher interest rates, consumer debt levels, and tax rates; lack

of available credit; tax law changes that negatively affect credits and refunds; decreases

in, or elimination of, government assistance programs or subsidies such as unemployment and

food/nutrition assistance programs, student loan repayment forgiveness and economic stimulus

payments; commodity rates; transportation, lease and insurance costs; wage rates (including

the possibility of increased federal, and further increased state and/or local minimum wage

rates/salary levels); foreign exchange rate fluctuations; measures that create barriers to

or increase the costs of international trade (including sustained higher import duties or

tariffs on both products that we sell and those that we use in our business); the dynamic

and uncertain tariff environment (including its impact on our profitability and on our customers’

response to price increases, as well as the uncertainty regarding the exact timing and amount

of any tariff refund payments); and changes in laws and regulations and their effect on,

as applicable, customer spending, confidence and disposable income, the Company’s ability

to execute its strategies and initiatives, the Company’s cost of goods sold, the Company’s

SG&A expenses (including real estate and building costs), and the Company’s sales

and profitability;

· failure

to achieve or sustain the Company’s strategies, initiatives and investments, including

those relating to merchandising (including those related to non-consumable products), real

estate and new store development, mature stores and store remodels (including Project Elevate),

international expansion, store formats and concepts, digital, marketing, shrink, damages,

sourcing, private brand, inventory management, supply chain, private fleet, store operations,

expense reduction, technology, pOpshelf, and DG Media Network;

· competitive

pressures and changes in the competitive environment and the geographic and product markets

where the Company operates, including, but not limited to, pricing, promotional activity,

expanded availability of mobile, web-based and other digital technologies, effective use

of artificial intelligence, and alliances or other business combinations;

· failure

to timely and cost-effectively execute the Company’s real estate projects and timely

meet its financial expectations, or to anticipate or successfully address the challenges

imposed by the Company’s expansion, including into new countries or domestic markets,

states, or urban or suburban areas;

· levels

of inventory shrinkage and damages;

· failure

to successfully manage inventory balances and in-stock levels, as well as to predict customer

trends, spending levels, or price sensitivity;

· failure

to maintain the security of the Company’s business, customer, employee or vendor information

or to comply with privacy laws, or the Company or one of its vendors falling victim to a

cyberattack (which risk is heightened as a result of political uncertainty involving China,

the conflict between Russia and Ukraine and the conflict in the Middle East) that prevents

the Company from operating all or a portion of its business;

· damage

or interruption to the Company’s information systems as a result of external factors,

staffing shortages or challenges in maintaining or updating the Company’s existing

technology or developing, implementing or integrating new technology (including artificial

intelligence);

· a

significant disruption to the Company’s distribution network, the capacity of the Company’s

distribution centers or the timely receipt of inventory; increased fuel or transportation

costs (including those related to conflict in the Middle East); issues related to supply

chain disruptions or seasonal buying pattern disruptions; or delays in constructing, opening

or staffing new distribution centers (including temperature-controlled distribution centers);

· risks

and challenges associated with sourcing merchandise from suppliers, including, but not limited

to, those related to international trade (for example, increasing tariffs on imported goods,

political uncertainty involving China, disruptive political events such as the conflict between

Russia and Ukraine and the conflict in the Middle East, the dynamic and uncertain tariff

environment (including the uncertainty regarding the exact timing and amount of any tariff

refund payments), and port labor disputes/agreements);

· natural

disasters, unusual weather conditions (whether or not caused by climate change), pandemic

outbreaks or other health crises, political or civil unrest, acts of war, violence or terrorism,

and disruptive global political events (for example, political uncertainty involving China,

the conflict between Russia and Ukraine and the conflict in the Middle East);

· product

liability, product recall or product safety, labeling or other product-related claims;

· incurrence

of material uninsured losses, excessive insurance costs or accident costs;

· failure

to attract, develop and retain qualified employees while controlling labor costs (including

the possibility of increased federal, and further increased state and/or local minimum wage

rates/salary levels), and other labor issues, including employee expectations and productivity

and employee safety issues;

· loss

of key personnel or inability to hire additional qualified personnel, ability to successfully

execute management transitions within the Company’s senior leadership, or inability

to enforce non-compete agreements that we have in place with management personnel or enter

into new non-compete agreements;

· risks

associated with the Company’s private brands, including, but not limited to, the Company’s

level of success in improving their gross profit rate at expected levels;

· failure

to protect the Company’s reputation;

· seasonality

of the Company’s business;

· reliance

on third parties in many aspects of the Company’s business;

· deterioration

in market conditions, including market disruptions, adverse conditions in the financial markets

including financial institution failures, limited liquidity and interest rate increases,

changes in the Company’s credit profile (including the Company’s current increased

debt levels or any downgrade to the Company’s credit ratings), compliance with covenants

and restrictions under the Company’s debt agreements, and the amount of the Company’s

available excess capital;

· impact

of market and other factors on the volatility of the Company’s common stock price;

· the

impact of changes in or noncompliance with governmental regulations and requirements, including,

but not limited to, those dealing with the sale of products, including without limitation,

product and food safety, marketing, labeling or pricing; information security and privacy;

labor and employment; employee wages, salary levels and benefits (including the possibility

of increased federal, and further increased state and/or local minimum wage rates/salary

levels); health and safety; real property; public accommodations; imports and customs; transportation;

intellectual property; bribery and anti-corruption; climate change; and environmental compliance

(including any required public disclosures related thereto), as well as tax laws and policies

(including those related to the federal, state or foreign corporate tax rate), the interpretation

of existing tax laws, the expiration of the Work Opportunity Tax Credit, or the Company’s

failure to sustain its reporting positions negatively affecting the Company’s overall

effective tax rate, and uncertainty surrounding potential changes to the regulatory environment

under the current U.S. administration;

· developments

in or outcomes of private actions, class actions, multi-district litigation, arbitrations,

derivative actions, administrative proceedings, regulatory actions or other litigation or

of inquiries from federal, state and local agencies, regulatory authorities, attorneys general,

committees, subcommittees and members of the U.S. Congress, and other local, state, federal

and international governmental authorities;

· new

accounting guidance or changes in the interpretation or application of existing guidance;

· the

factors disclosed under “Risk Factors” in the Company’s most recent Annual

Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q; and

· such

other factors as may be discussed or identified in this press release.

All forward-looking statements

are qualified in their entirety by these and other cautionary statements that the Company makes from time to time in its SEC filings

and public communications. The Company cannot assure the reader that it will realize the results or developments the Company anticipates

or, even if substantially realized, that

they will result in the consequences

or affect the Company or its operations in the way the Company expects. Forward-looking statements speak only as of the date made. The

Company undertakes no obligation, and specifically disclaims any duty, to update or revise any forward-looking statements as a result

of new information, future events or circumstances, or otherwise, except as otherwise required by law. As a result of these risks and

uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements included herein or that may be made

elsewhere from time to time by, or on behalf of, the Company.

Investors should also be aware

that while the Company does, from time to time, communicate with securities analysts and others, it is against the Company’s policy

to disclose to them any material, nonpublic information or other confidential commercial information. Accordingly, shareholders should

not assume that the Company agrees with any statement or report issued by any securities analyst regardless of the content of the statement

or report. Furthermore, the Company has a policy against confirming projections, forecasts or opinions issued by others. Thus, to the

extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not the Company’s

responsibility.

About Dollar General Corporation

Dollar General Corporation (NYSE:

DG) is proud to serve as America’s neighborhood general store. Founded in 1939, Dollar General lives its mission of Serving Others

every day by providing access to affordable products and services for its customers, career opportunities for its employees, and literacy

and education support for its hometown communities. As of May 1, 2026, the Company’s 21,055 Dollar General, DG Market, DGX and

pOpshelf stores across the United States and Mi Súper Dollar General stores in Mexico provide everyday essentials including food,

health and wellness products, cleaning and laundry supplies, self-care and beauty items, and seasonal décor from our high-quality

private brands alongside many of the world’s most trusted brands such as Coca Cola, PepsiCo/Frito-Lay, General Mills, Hershey,

J.M. Smucker, Kraft, Mars, Nestlé, Procter & Gamble and Unilever.

DOLLAR

GENERAL CORPORATION AND SUBSIDIARIES

Consolidated

Balance Sheets

(In

thousands)

(Unaudited)

May 1,

May 2,

January 30,

2026

2025

2026

ASSETS

Current assets:

Cash and cash equivalents

$ 1,353,113

$ 850,018

$ 1,138,501

Merchandise inventories

6,635,903

6,590,096

6,331,861

Income taxes receivable

12,016

31,896

17,158

Prepaid expenses

and other current assets

466,444

424,293

410,283

Total current assets

8,467,476

7,896,303

7,897,803

Net property and equipment

6,471,946

6,279,529

6,398,589

Operating lease assets

11,165,359

11,218,240

11,072,500

Goodwill

4,338,589

Other intangible assets, net

1,200,061

1,199,700

1,200,050

Other assets, net

56,222

55,300

56,199

Total assets

$ 31,699,653

$ 30,987,661

$ 30,963,730

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Current portion of long-term obligations

$ 13,302

$ 19,591

$ 14,401

Current portion of operating lease liabilities

1,553,358

1,478,895

1,532,489

Accounts payable

4,341,284

3,836,222

4,051,592

Accrued expenses and other

1,139,351

1,031,210

1,263,296

Income taxes payable

195,724

37,747

99,357

Total current liabilities

7,243,019

6,403,665

6,961,135

Long-term obligations

4,563,106

5,724,739

4,565,881

Long-term operating lease liabilities

9,668,635

9,794,789

9,605,885

Deferred income taxes

1,089,414

1,096,048

1,038,863

Other liabilities

292,195

264,757

280,004

Total liabilities

22,856,369

23,283,998

22,451,768

Commitments and contingencies

Shareholders' equity:

Preferred stock

Common stock

193,013

192,557

192,694

Additional paid-in capital

3,926,810

3,838,541

3,909,593

Retained earnings

4,712,449

3,667,792

4,398,466

Accumulated other

comprehensive income (loss)

11,012

4,773

11,209

Total shareholders'

equity

8,843,284

7,703,663

8,511,962

Total liabilities and shareholders'

equity

$ 31,699,653

$ 30,987,661

$ 30,963,730

DOLLAR

GENERAL CORPORATION AND SUBSIDIARIES

Consolidated

Statements of Income

(In

thousands, except per share amounts)

(Unaudited)

For the Quarter Ended

May 1,

% of Net

May 2,

% of Net

2026

Sales

2025

Sales

Net sales

$ 10,786,965

100.00 %

$ 10,435,979

100.00 %

Cost of goods sold

7,376,493

68.38

7,204,691

69.04

Gross profit

3,410,472

31.62

3,231,288

30.96

Selling, general and administrative expenses

2,771,956

25.70

2,655,175

25.44

Operating profit

638,516

5.92

576,113

5.52

Interest expense, net

47,238

0.44

64,604

0.62

Income before income taxes

591,278

5.48

511,509

4.90

Income tax expense

147,151

1.36

119,581

1.15

Net income

$ 444,127

4.12 %

$ 391,928

3.76 %

Earnings per share:

Basic

$ 2.02

$ 1.78

Diluted

$ 2.00

$ 1.78

Weighted average shares outstanding:

Basic

220,347

219,986

Diluted

221,559

220,135

DOLLAR

GENERAL CORPORATION AND SUBSIDIARIES

Consolidated

Statements of Cash Flows

(In

thousands)

(Unaudited)

For the 13 Weeks Ended

May 1,

May 2,

2026

2025

Cash flows from operating activities:

Net income

$ 444,127

$ 391,928

Adjustments to reconcile net income to

net cash from operating activities:

Depreciation and amortization

270,832

252,793

Deferred income taxes

50,551

(7,682 )

Noncash share-based compensation

37,031

30,273

Other noncash (gains) and losses

1,155

5,025

Change in operating assets and liabilities:

Merchandise inventories

(308,145 )

124,841

Prepaid expenses and other current assets

(55,810 )

(29,329 )

Accounts payable

293,522

(35,080 )

Accrued expenses and other liabilities

(113,547 )

(2,988 )

Income taxes

101,509

122,847

Other

(5,037 )

(5,473 )

Net cash provided by (used in) operating

activities

716,188

847,155

Cash flows from investing activities:

Purchases of property and equipment

(351,605 )

(290,928 )

Proceeds from sales

of property and equipment

3,802

552

Net cash provided by (used in) investing

activities

(347,803 )

(290,376 )

Cash flows from financing activities:

Repayments of long-term obligations

(4,134 )

(505,306 )

Payments of cash dividends

(130,144 )

(129,819 )

Other equity and

related transactions

(19,495 )

(4,212 )

Net cash provided by (used in) financing

activities

(153,773 )

(639,337 )

Net increase (decrease) in cash and cash equivalents

214,612

(82,558 )

Cash and cash equivalents, beginning

of period

1,138,501

932,576

Cash and cash equivalents, end of period

$ 1,353,113

$ 850,018

Supplemental cash flow information:

Cash paid for:

Interest

$ 65,085

$ 100,729

Income taxes

$ 5,915

$ 4,098

Supplemental schedule of non-cash investing and financing

activities:

Right of use assets obtained in exchange

for new operating lease liabilities

$ 475,498

$ 420,108

Purchases of property and equipment awaiting

processing for payment, included in Accounts payable

$ 120,267

$ 129,150

DOLLAR GENERAL CORPORATION

AND SUBSIDIARIES

Selected Additional

Information

(Unaudited)

Sales by Category (in

thousands)

For the Quarter Ended

May 1,

May 2,

2026

2025

% Change

Consumables

$ 8,892,468

$ 8,636,680

3.0 %

Seasonal

1,084,343

1,022,943

6.0 %

Home products

522,978

507,176

3.1 %

Apparel

287,176

269,180

6.7 %

Net sales

$ 10,786,965

$ 10,435,979

3.4 %

Store

Activity

For the Quarter Ended

May 1,

May 2,

2026

2025

Beginning store count

20,893

20,594

New store openings

195

156

Store closings

(33 )

(168 )

Net new stores

162

(12 )

Ending store count

21,055

20,582

Total selling square footage (000's)

160,730

156,990

Growth rate (square

footage)

2.4 %

2.9 %

Contacts

Investor

Contact:

investorrelations@dollargeneral.com

Media

Contact:

dgpr@dollargeneral.com

Source: Dollar General Corporation

GRAPHIC

Filename: tm2616084d1_ex99-1img001.jpg · Sequence: 6

Binary file (11864 bytes)

Download tm2616084d1_ex99-1img001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

May 28, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 28, 2026

Entity File Number

001-11421

Entity Registrant Name

DOLLAR GENERAL CORPORATION

Entity Central Index Key

0000029534

Entity Tax Identification Number

61-0502302

Entity Incorporation, State or Country Code

Entity Address, Address Line One

100 MISSION RIDGE

Entity Address, City or Town

GOODLETTSVILLE

Entity Address, State or Province

Entity Address, Postal Zip Code

37072

City Area Code

615

Local Phone Number

855-4000

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.875 per share

Trading Symbol

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration