Dollar General (DG) 10-K risk factor changes: FY2023 vs FY2022

Factors that could [removed: reduce] [added: reduce, and in many cases have reduced,] our customers’ disposable income include but are not limited to high unemployment or underemployment levels or decline in real wages; inflation; pandemics (such as the COVID-19 pandemic); higher fuel, energy, [removed: healthcare and] [added: healthcare,] housing [added: 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; and decreases in, or elimination of, government assistance programs or subsidies such as [removed: unemployment,] [added: unemployment and] food/nutrition assistance programs, [added: student loan repayment forgiveness] and economic stimulus payments.

Many of the economic factors listed above, as well as commodity rates; transportation, lease and insurance costs; wage rates (including the heightened possibility of increased [removed: federal,] [added: federal and further increased] state and/or local minimum wage rates); foreign exchange rate fluctuations; measures that create barriers to or increase the costs of international trade (including increased import duties or tariffs); changes in applicable laws and regulations (including tax laws related to the corporate tax rate); and other economic factors, also could impair our ability to successfully execute our strategies and initiatives, as well as increase our cost of goods sold and selling, general and administrative expenses (including real estate costs), and may have other adverse consequences that we are unable to fully anticipate or control, all of which may materially decrease our sales or profitability.

Inflation in the United States rose significantly in 2022, primarily believed to be the result of the economic impacts from the COVID-19 pandemic, [removed: including the global supply chain disruptions, strong economic recovery] and [removed: associated widespread demand for goods, and government stimulus packages, among other factors.][added: although it moderated in 2023, it remains elevated in certain areas, including food.]

[removed: While we believe the growth rate of inflation is beginning to moderate, if] [added: If food (and in particular, “food at home”)] inflation continues to increase, we may not be able to adjust prices sufficiently to offset the effect without negatively impacting customer demand or our gross margin.

We have short-term and long-term strategies, initiatives and investments (such as those relating to merchandising, real estate and new store development, international expansion, store formats and concepts, digital, marketing, [removed: health services,] shrink, damages, sourcing, private brand, inventory management, supply chain, private fleet, store operations, expense reduction, and technology) in various stages of testing, evaluation, and implementation, which are designed to continue to improve our results of operations and financial condition.

The effectiveness of these initiatives is inherently uncertain, even when tested successfully, and is dependent on consistency of training and [removed: execution, workforce stability, ease of execution and scalability, and the absence of]

[added: execution, workforce stability, ease of execution and scalability, customer adoption, and the absence of] offsetting factors that can influence results adversely.

The success of our merchandising initiatives, particularly [removed: our] [added: those related to] non-consumable [removed: initiatives] [added: products] (including our [removed: new] pOpshelf concept) and efforts to increase sales of higher margin products within the consumables category, further depends in part upon our ability to [added: accurately] predict the products that our customers will demand and to [added: accurately] identify and timely respond to evolving trends in consumer preferences and demographic mixes in our markets.

The success of our [removed: Fast Track initiative, which is designed to enhance] [added: self-checkout option in] our [removed: in-store labor productivity, on-shelf availability and customer convenience, further] [added: stores] depends in part on successful acquisition, implementation and maintenance of the necessary hardware and new point of sale software, continued customer interest in and adoption of [removed: self-checkout,] [added: self-checkout and] our ability to gain cost efficiencies and control shrink levels from [removed: the initiative, and vendor cooperation.][added: self-checkout.]

The success of DG Media Network, which is our platform for connecting brand partners with our customers to drive even greater value for each, further depends on our ability to successfully gather target customer audiences that deliver consistent, predictable and beneficial returns on advertising spending [removed: so as] to generate interest and demand from our brand partners, as well as to properly handle and secure all sensitive customer data.

The retail business is highly competitive with respect to price, customers, store location, merchandise quality, product assortment and presentation, service offerings, product sourcing and supply chain capacity, in-stock consistency, customer service, ease of shopping [removed: experience,] [added: experience (including but not limited to various modes of shopping, including online alternatives),] promotional activity, employees, and market share.

[removed: If] [added: In addition, if] our competitors or others were to enter our industry in a significant way, including through alliances or other business combinations, it could significantly alter the competitive dynamics of the retail marketplace and result in competitors with greatly improved competitive positions, which could materially affect our financial performance.

[removed: If we fail to anticipate or respond] effectively to competitive [removed: pressures and] [added: pressures,] industry [removed: changes,] [added: changes and customer preferences and shopping habits,] it could materially affect our results of operations and financial condition.

While we continued to experience certain of these factors at heightened levels in [removed: 2022,] [added: 2023,] to date, they have not materially impaired our ability to complete our planned real estate projects or growth, and thus, have not had a material adverse effect on our financial performance.

However, if the levels which we have experienced escalate [added: or remain elevated] for an extended period of time, we expect that they could have a material adverse effect on our ability to complete our future planned real estate projects or growth, and in turn, a material adverse effect on our financial performance.

We also may not anticipate or successfully address all of the challenges imposed by the expansion of our operations (including our [removed: new] pOpshelf store concept), including into new countries or domestic markets, states or urban or suburban areas where we have limited or no meaningful experience or brand recognition.

Although some level of inventory shrinkage and damages is an unavoidable cost of doing business, higher rates of inventory shrinkage and damages or increased security [added: measures] or other costs to combat inventory theft could adversely affect our results of operations and financial condition.

Our inventory balance represented approximately [removed: 53%] [added: 49%] of our total assets exclusive of goodwill, operating lease assets, and other intangible assets as of February [removed: 3, 2023.][added: 2, 2024.]

[removed: We must maintain sufficient inventory levels and an appropriate product] mix to meet our customers’ demands without allowing those levels to increase such that the costs to store and hold the goods unduly impacts our financial [removed: results or] [added: results,] increases the risk of inventory shrinkage or [removed: damages.][added: damages or impacts store standards.]

We continue to focus on ways to reduce these [removed: risks,] [added: risks and ensure the right products are on the shelves for our customers,] but we cannot make assurances that we will be successful in our inventory [added: management.]

We also have access to, collect or maintain certain private or confidential information regarding our customers, employees and their dependents, [added: vendors] and [removed: vendors, as well as our] business.

Due to the political tensions involving [removed: China and] [added: China,] the conflict between Russia and [removed: Ukraine,] [added: Ukraine and the conflict in the Middle East,] there is an increased likelihood that escalation of tensions could result in cyberattacks that could directly or indirectly impact our operations.

Like other retailers, we and our vendors have experienced threats to, and incidents involving, data and systems, including by perpetrators of attempted random or targeted malicious attacks; computer malware, ransomware, bots, or other destructive or disruptive [added: hardware and/or] software; and attempts to misappropriate our [added: and our customers’] information and cause system failures and disruptions, although to date none have been material to our business.

If attackers obtain customer, employee or vendor passwords through unrelated third-party breaches, and if impacted customers, employees, or vendors do not employ good online security practices (e.g., use the same password across different sites or do not use [added: available] multifactor [removed: authentication),] [added: authentication options),] these passwords could be used to gain access to their information or accounts with us in certain situations.

Nonetheless, we [added: or our applicable payment processing partner(s),] may be vulnerable to, and unable to detect and appropriately respond to, cardholder data security breaches and data loss, including successful attacks on applications, systems, or networks.

A significant security breach of any kind experienced by us or one of our vendors, which could be undetected for a period of time, or a significant failure by us or one of our vendors to comply with applicable privacy and information security laws, regulations and standards could expose us to risks of data loss, litigation, government enforcement actions, fines or penalties, credit card brand assessments, negative publicity and reputational harm, business disruption and costly response measures (e.g., providing notification to, and credit monitoring services for, affected individuals, as well as further upgrades to our security measures; procuring a replacement vendor if one of our current vendors is unable to fulfill its obligations to us due to a cyberattack or incident) which may not be covered by or may exceed the coverage limits of our insurance policies, and could [removed: materially disrupt our operations.]

Any resulting negative publicity could significantly harm our reputation which could cause us to lose market share [removed: as a result] [added: because] of customers discontinuing the use of our e-commerce and mobile applications or debit or credit cards in our stores or not shopping in our stores altogether and could materially and adversely affect our business and financial performance.

[removed: Additionally, such] [added: Such] systems are subject to damage or interruption from power surges and outages, facility damage, physical theft, computer and telecommunications failures, inadequate or ineffective redundancy, malicious code (including malware, ransomware, or similar), successful attacks (e.g., account compromise; phishing; denial of service; and application, network or system vulnerability exploitation), software upgrade failures or code defects, natural disasters and human error.

Due to the political tensions involving [removed: China and] [added: China,] the conflict between Russia and [removed: Ukraine,] [added: Ukraine and the conflict in the Middle East,] there is an increased likelihood that escalation of tensions could result in cyberattacks that could either directly or indirectly impact our operations.

We rely [added: heavily] on [added: our information technology staff to fulfill our technology initiatives while continuing to provide maintenance on existing systems, as well as on] third parties to maintain and periodically upgrade many of these systems so that they can continue to support our business.

[removed: We] [added: Further, we] license the software programs supporting many of our systems from independent software developers.

The inability or failure of these vendors, developers or us to continue to maintain and upgrade these systems and software programs [added: or efficiently implement and integrate new systems] could disrupt or reduce the efficiency of our operations or retain vulnerability exploitation risk if we were unable to convert to alternate systems in an efficient and timely manner and could expose us to greater risk of a successful attack.

In addition, costs and delays [added: for any reason] associated with the implementation of new or upgraded systems and technology, including the migration of applications to the [removed: cloud] [added: cloud, modernizing of legacy systems] or our current implementation of our new point of sale system, or with maintenance or adequate support of existing systems also could disrupt or reduce the efficiency of our operations, fail to operate as designed, result in the potential loss or corruption of data or [removed: information, disrupt operation,] [added: information or lost sales, cause business interruptions,] inhibit our ability to innovate, and affect our ability to meet business and reporting requirements and adversely affect our profitability.

Using various transportation modes, including ocean, rail, and truck, we and our vendors move goods from vendor locations to our distribution centers and our [removed: stores.][added: stores, and we also lease additional temporary warehouse space as necessary to support our distribution needs.]

[removed: In 2022, we experienced increased fuel costs;] [added: Any disruption, unanticipated or unusual expense or operational failure related to this process (including, without limitation,] inventory receipt and delivery delays; [added: increases in fuel costs; increases in transportation costs, including increased import freight costs, carrier or driver wages (as a result of driver shortages or otherwise);] earlier than expected receipt of seasonal inventory leading to capacity constraints [removed: that were] [added: which can be] exacerbated by unexpected delays in acquiring additional temporary warehouse space sufficient for our inventory needs; [removed: and increases] [added: a decrease] in transportation [removed: costs (including increased import freight costs and carrier and driver wages) as a result of] capacity [removed: rightsizing,] [added: for overseas shipments or] port [removed: congestion, and] [added: closures;] labor [removed: shortages.][added: shortages; or work stoppages or slowdowns) could negatively impact sales and profits.]

[removed: Labor shortages or work stoppages or slowdowns in the transportation industry or disruptions to the national and] international transportation infrastructure that necessitate our securing alternative labor or shipping suppliers could also increase our costs or otherwise negatively affect our business.

Delays in opening such facilities could adversely affect our financial performance by slowing store [added: growth or the rollout/development of certain strategic initiatives, which may in turn reduce revenue growth and/or profitability, or by increasing transportation and product costs.]

In [removed: 2022,] [added: 2023,] our two largest suppliers accounted for approximately 10% and 8% respectively, of our purchases.

We directly imported approximately [removed: 9%] [added: 4%] of our purchases (measured at cost) in [removed: 2022,] [added: 2023,] but many of our domestic vendors directly import their products or components of their products.

Changes to the prices and flow of these goods often are for reasons beyond our control, such as political or civil unrest, acts of war, disruptive global political events (for example, political tensions involving [removed: China and] [added: China,] the [removed: current] conflict between Russia and [removed: Ukraine),] [added: Ukraine and the conflict in the Middle East),] currency fluctuations, disruptions in maritime lanes, port labor disputes, economic conditions and instability in countries in which foreign suppliers are located, the financial instability of suppliers, suppliers’ failure to meet our terms and conditions or our standards, issues with our suppliers’ labor practices or labor problems they may experience (such as strikes, stoppages or slowdowns, which could also increase labor costs during and following the disruption), the availability and cost of raw materials, pandemic outbreaks, merchandise quality or safety issues, transport availability and cost, increases in wage rates and taxes, transport security, inflation, and other factors relating to suppliers and the countries in which they are located or from which they import.

For more information, see the “Executive Overview” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in Part II, Item 7 of this report.

Despite these initiatives, our sales mix continued to shift from non-consumables toward consumables in 2023, and our consumables sales as a percentage of total sales is currently at historical highs.

Additionally, factors negatively affecting our customers’ disposable income can have (and we believe recently have had) a larger negative impact on non-consumables sales results than consumables sales results and on our pOpshelf concept.

To address shrink challenges presented by self-checkout as well as to enhance the overall customer and employee experience in our stores, we are revising our self-checkout strategy, including limiting self-checkout to transactions of five items or fewer, converting all or some self-checkout registers in approximately 9,000 stores to assisted checkout options, and removing self-checkout from approximately 300 stores.

We currently do not offer online shopping to a significant degree and have seen a greater willingness of our customers to adopt online shopping.

If we fail to anticipate or respond

Both inflation and higher interest rates have significantly increased new store opening costs and occupancy costs, which have negatively impacted our projected new store returns and influenced our 2024 new store growth plans.

During 2023, our inventory shrink and damages results remained significantly elevated and materially impacted our results.

We must maintain sufficient inventory levels and an appropriate product

Our pOpshelf concept is particularly susceptible to this risk as it is reliant upon accurate customer trend prediction and the level of customers’ disposable income.

During 2023, we experienced materially elevated inventory levels, as well as lower in-stock levels on certain items, which had a significant impact on our financial performance, but were able to significantly reduce our inventory levels by 2023 year-end.

materially disrupt our operations.

Labor shortages or work stoppages or slowdowns in the transportation industry or disruptions to the national and

materially affect our results of operations even if a product liability claim is unsuccessful or not fully pursued, as well as lost sales during the period of time between recall and backfilling the recalled product.

Further, anticipated regulatory changes relating to the overtime exemptions under the Fair Labor Standards Act (in particular, the executive/managerial exemption) could result in increased labor costs to our business and negatively affect our operating results if changes to our business operations are required.

In addition, our executive succession planning, retention and hiring efforts, and ability to successfully execute management transitions within our senior leadership are critical to our business success.

Media reports and public comments made by anyone, including without limitation current and former employees and customers, on any media platform (including, without limitation, social media or news media), whether or not they are accurate, have the potential to influence, and in some instances, have influenced, certain negative perceptions of Dollar General and there can be no assurance that we will be able to prevent such reports or comments in the future.

Further, anticipated regulatory changes relating to the overtime exemptions under the Fair Labor Standards Act (in particular, the executive/managerial exemption) could result in increased labor costs to our business and negatively affect our operating results if changes to our business operations are required.

publicity could harm our reputation, regardless of the validity of the allegations.

Standard & Poor’s recently changed our outlook from stable to negative.

Further, our current increased debt leverage levels have reduced our excess capital capacity with respect to capital allocation, and these levels, combined with our desire to maintain our current investment grade credit rating, could reduce our flexibility in planning for or reacting to changes in our industry and market conditions, increase our vulnerability in the event of a downturn in our business operations, and/or negatively impact our ability to pursue certain operational and strategic opportunities.

Despite these initiatives, since the first quarter of 2022, we have experienced a sales mix trend reversion from non-consumables to consumables exceeding pre-pandemic levels.

During 2022, our inventory shrink levels returned to pre-COVID-19 levels, and higher damages also impacted our results.

management.

We also rely heavily on our information technology staff.

Failure to meet these staffing needs may negatively affect our ability to fulfill our technology initiatives while continuing to provide maintenance on existing systems.

Any disruption, unanticipated or unusual expense or operational failure related to this process could negatively impact sales and profits.

These challenges resulted in materially higher than anticipated supply chain costs in 2022, including detention fees incurred for delays in returning shipping containers, higher temporary storage and transportation costs and labor, which in turn, had a material adverse impact on our business, results of operations, and financial condition.

growth (including accelerated pOpshelf store growth plans) or the rollout/development of certain strategic initiatives, which may in turn reduce revenue growth and/or profitability, or by increasing transportation and product costs.

For example, in 2022, Winter Storm Elliott had a significant impact on our fourth quarter results because of lost sales, increased damages and increased markdowns.

and consumer confidence in our products and we could incur significant litigation expenses, which also could materially affect our results of operations even if a product liability claim is unsuccessful or not fully pursued.

There can be no assurance that our executive succession planning, retention or hiring efforts will be successful.

For example, in 2022, Winter Storm Elliott had a significant impact on our fourth quarter results, specifically lost sales and higher than anticipated damages and markdowns.

Public comments on social media, whether or not they are accurate, have the potential to quickly influence negative perceptions of Dollar General or our goods and services, including our private brands.

New or revised laws, regulations, orders, policies and related interpretations and enforcement practices, particularly those dealing with the sale of products, including without limitation, product and food safety,

In 2022, as interest rates rose, our interest expense rose as well.

We are the largest discount retailer in the United States by number of stores, with [removed: 19,147] [added: 20,022] stores located in [removed: 47] [added: 48] U.S. states and Mexico as of March [removed: 3, 2023,] [added: 1, 2024,] with the greatest concentration of stores in the southern, southwestern, midwestern and eastern United States.

Our first [removed: store] [added: stores] in Mexico opened in [removed: February of] 2023.

Our merchandise includes national brands from leading manufacturers, as well as our own private brand selections with prices [added: often] at substantial discounts to national brands.

The primary macroeconomic factors that affect our core customers include unemployment and underemployment rates, [added: inflation,] wage growth, changes in U.S. and global trade policy, and changes [removed: to certain] [added: in U.S.] government [added: policy and] assistance programs (including cost of living adjustments), such as the Supplemental Nutrition Assistance Program (“SNAP”), unemployment benefits, and economic stimulus [removed: payments.][added: programs.]

Additionally, our customers [removed: are impacted by increases in those] [added: continue to experience higher] expenses that generally comprise a large portion of their household budgets, such as rent, healthcare, energy and fuel prices, as well as cost inflation in frequently purchased household products (including [removed: food), such as that which we have continued to experience as further discussed below.][added: food).]

Finally, significant unseasonable or unusual weather patterns or extreme [removed: weather, such as that discussed below,] [added: weather] can impact customer shopping [removed: behaviors.][added: behaviors, although we did not identify any such impact to any significant degree in 2023.]

As we work to provide everyday low prices and meet our customers’ affordability needs, we remain focused on enhancing our margins through [added: inventory shrink and damage reduction initiatives, as well as] pricing and markdown optimization, effective category [removed: management,] [added: management and inventory reduction efforts,] distribution and transportation efficiencies, private brands [removed: penetration, global sourcing, and inventory shrink] [added: penetration] and [removed: damage reduction initiatives.][added: global sourcing.]

[removed: Prior to 2020, our] [added: Our] sales mix [removed: had] [added: has] continued to shift toward [removed: consumables, and, within consumables, toward lower margin departments such as perishables.][added: consumables and is currently at historic]

[removed: Several] [added: Certain] of our [removed: initiatives, including certain of those discussed below,] [added: initiatives] are intended to address [removed: these] [added: this sales] mix [removed: challenges;] [added: trend;] however, there can be no assurances that these efforts will be successful.

Such opportunities include providing our customers with [removed: additional] [added: a variety of] shopping access points and even greater [added: value and] convenience by leveraging and developing digital tools and technology, such as our Dollar General app, which contains a variety of tools to enhance the in-store shopping experience.

Additionally, [removed: we launched a] [added: our] partnership with a [removed: third party] [added: third-party] delivery service [removed: during 2021, which] is [removed: now] available in the majority of our stores, and we continue to grow our DG Media Network, which is our platform for connecting brand partners with our customers to drive even greater value for each.

[removed: Additionally, we are continuing to grow the footprint of pOpshelf,] [added: pOpshelf is] a unique retail concept [removed: that incorporates certain of the lessons learned from the non-consumables initiative in a differentiated format that is] focused on categories such as seasonal and home décor, health and beauty, home cleaning supplies, and party and entertainment goods.

Our “DG Fresh” initiative, a self-distribution model for frozen and refrigerated products that is designed to reduce product costs, enhance item assortment, improve our in-stock position, and enhance sales, has positively contributed to our sales [added: and gross margin] performance since we completed the initial rollout in [removed: the second quarter of 2021, driven by higher in-stock levels and the introduction of new products in select stores.][added: 2021.]

Moving forward, we plan to focus on additional optimization of the distribution footprint and product assortment within DG Fresh [added: with the goal] to further drive profitable sales growth.

[removed: To support our other operating priorities, we] [added: We also] remain focused on capturing growth opportunities.

[removed: In fiscal 2022,] [added: During 2023,] we opened [removed: a total of 1,039] [added: 987] new [removed: stores, remodeled 1,795 stores,] [added: stores] and [added: remodeled or] relocated [removed: 127] [added: 2,136] stores.

In fiscal [removed: 2023,] [added: 2024,] we plan to open approximately [removed: 1,050] [added: 800] new stores [removed: in the United States] (including any [added: new] pOpshelf [removed: stores),] [added: stores or stores in Mexico),] remodel approximately [removed: 2,000] [added: 1,500] stores, and relocate approximately [removed: 120] [added: 85] stores, for a total of [removed: 3,170] [added: 2,385] real estate projects.

We [removed: continue] [added: expect store format innovation] to [removed: innovate] [added: allow us to capture additional growth opportunities] within our [removed: channel and] [added: existing markets as we continue to] utilize the most productive of our various Dollar General store formats based on the specific market opportunity.

We are [removed: now] using two larger format stores (approximately 8,500 square feet and 9,500 square feet, respectively), and [added: consistent with 2023,] expect the 8,500 square foot format, along with our existing Dollar General Plus format of a similar size, to continue as our base prototypes for the majority of new [removed: stores,] [added: stores in 2024,] replacing our traditional 7,300 square foot format and higher-cooler count Dollar General Traditional Plus format.

The larger formats allow for expanded high-capacity-cooler [removed: counts;] [added: counts,] an extended queue [removed: line;] [added: line,] and a broader product assortment, including [removed: the] [added: an enhanced] non-consumable [removed: initiative,] [added: offering,] a larger health and beauty section, and produce in select stores.

[removed: These and the other] [added: From time to time, our] strategic [removed: initiatives] [added: initiatives, including without limitation those] discussed [removed: above] [added: above,] have required and [removed: will] [added: may continue to] require us to incur upfront expenses for which there may not be an immediate return in terms of sales or enhanced profitability.

To further optimize our cost structure and facilitate greater operational control within our supply chain, we [removed: more-than-doubled the size of] [added: further expanded] our private [removed: tractor] fleet in [added: 2023 from 1,600 tractors at the end of fiscal] 2022 to more than [removed: 1,600 tractors.][added: 2,000 tractors at the end of 2023, representing the majority of all outbound trucks delivering from our distribution centers.]

Certain of our operating expenses, such as wage rates and occupancy costs, have continued to increase in recent years, due primarily to market [removed: forces, including] [added: forces such as] labor availability, increases in minimum wage rates and increases in property [removed: rents.][added: rents and interest rates.]

[removed: In 2023,] [added: Furthermore, in 2023] we [removed: plan to make an investment of] [added: invested] approximately [removed: $100] [added: $150] million [added: in retail labor, primarily through labor hours,] to further enhance our store [removed: standards] [added: standards, including on-shelf availability,] and compliance efforts as well as the customer and associate experience in our [removed: stores, primarily through incremental labor hours.][added: stores.]

Moreover, [removed: recent] increases in market interest rates have [removed: had] [added: had, and will likely continue to have,] a negative impact on our interest expense, both with respect to issuances of commercial paper [removed: notes] [added: notes, if any,] and other indebtedness.

[removed: We expect to continue our share repurchase activity] [added: The declaration] and [removed: to pay quarterly cash] [added: amount of future] dividends [removed: for the foreseeable future,] [added: are] subject to Board discretion and [removed: approval.][added: approval, although we currently expect to continue paying quarterly cash dividends.]

[removed: Our KPIs include] [added: We utilize key performance indicators, which are defined below, in the management of our business including] same-store sales, average sales per square foot, and inventory turnover.

[added: _Same-store sales._] Same-store sales are calculated based upon our stores that were open at least 13 full fiscal months and remain open at the end of the reporting period.

[added: _Average sales per square foot._] Average sales per square foot is calculated based on total sales for the preceding 12 months as of the ending date of the reporting period divided by the average selling square footage during the period, including the end of the fiscal year, the beginning of the fiscal year, and the end of each of our three interim fiscal quarters.

[added: _Inventory turnover__._] Inventory turnover is calculated based on total cost of goods sold for the preceding four quarters divided by the average inventory balance as of the ending date of the reporting period, including the end of the fiscal year, the beginning of the fiscal year, and the end of each of our three interim fiscal quarters.

A continued focus on our four operating priorities as discussed above, and other impacts as discussed below, resulted in the following overall operating and financial performance in [removed: 2022] [added: 2023] as compared to [removed: 2021.][added: 2022.]

| | ● | The gross profit rate decreased by [removed: 37] [added: 94] basis points due primarily to [removed: an] increased [removed: LIFO provision] [added: shrink] and [removed: a greater proportion of] [added: inventory markdowns and] lower [removed: margin consumables sales.] [added: inventory markups.] |

| | ● | SG&A as a percentage of sales increased by [removed: 25] [added: 153] basis points primarily due to increases in [removed: utilities,] retail [removed: labor,] [added: labor including the $150 million retail labor investment, store occupancy costs,] and [removed: repairs] [added: depreciation] and [removed: maintenance.] [added: amortization.] |

| | ● | Interest expense increased by [removed: $53.7] [added: $115.5] million in [removed: 2022] [added: 2023] primarily due to higher average borrowings and higher interest rates. |

| | ● | We reported net income of [removed: $2.42] [added: $1.66] billion, or [removed: $10.68] [added: $7.55] per diluted share, for [removed: 2022] [added: 2023] compared to net income of [removed: $2.40] [added: $2.42] billion, or [removed: $10.17] [added: $10.68] per diluted share, for [removed: 2021.] [added: 2022.] |

[removed: | | ● | We generated approximately $1.98 billion of cash] [added: Cash] flows from operating activities [added: were $1.98 billion] in 2022, [added: which represents] a [added: $881.3 million] decrease [removed: of 30.8%] compared to 2021. [removed: |]

| | ● | Inventory turnover was [removed: 4.0] [added: 3.7] times, and inventories [removed: increased 14.3%] [added: decreased 1.1%] on a per store basis compared to [removed: 2021.] [added: 2022.] |

_Accounting Periods._ The following text contains references to years [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] which represent fiscal years ended February [added: 2, 2024, February] 3, 2023, [added: and] January 28, 2022, [removed: and January 29, 2021,] respectively.

Fiscal [added: years 2023 and 2021 were 52-week accounting periods and fiscal] year 2022 was a 53-week accounting [removed: period and fiscal years 2021 and 2020 were 52-week accounting periods.][added: period.]

The following table contains results of operations data for fiscal years [added: 2023,] 2022, [removed: 2021] and [removed: 2020,] [added: 2021,] and the dollar and percentage variances among those years.

Our customers continue to feel constrained in the current macroeconomic environment, and accordingly we expect their spending to continue to be pressured, particularly in our non-consumables categories.

Our customers were impacted by the elimination of the emergency allotment of SNAP benefits and lower tax refunds resulting from the elimination of COVID-related stimulus programs, each of which occurred in the first quarter of 2023, and continue to be impacted by the overall macroeconomic environment.

In addition, the Department of Education’s COVID-19 pandemic student loan forbearance program ended in September 2023, and payment obligations generally resumed in October 2023.

The impact of this program’s conclusion on our customer and our business has not been material, although we can make no assurance that it will not be material in the future.

highs.

We experienced higher damages in the first half of 2023, as well as significantly higher shrink throughout 2023.

We believe that our shrink results in 2023 were due to a number of factors, including materially higher inventory levels in the first half of the year, store standards and other operational challenges such as self-checkout and store manager turnover, as well as the macroeconomic environment.

As of fiscal year-end, and discussed further below, we have materially reduced inventory levels.

To address challenges presented by self-checkout as well as to enhance the overall customer and associate experience in our stores, we are revising our self-checkout strategy, including limiting self-checkout to transactions of five items or fewer, converting some or all self-checkout registers in approximately 9,000 stores to assisted checkout options, and removing self-checkout from approximately 300 stores.

As discussed further below, we also have invested in retail labor to help drive improved store standards and have plans in place to improve store manager turnover rates.

Further, we are continuing to evaluate and evolve the pOpshelf concept, including expanding at a more measured pace in the softer discretionary sales environment, as well as converting some locations to Dollar General store locations.

At the end of 2023, we operated 216 standalone pOpshelf locations.

In 2023, we opened a total of 987 new stores, including our first three stores in Mexico, remodeled 2,007 stores, and relocated 129 stores.

Further, significant and/or rapid increases to federal and further increases to state and/or local minimum wage rates/salary levels could adversely affect our earnings if we are not able to otherwise offset these increased labor costs elsewhere in our business.

In addition to the labor investment in 2023, we took additional actions to support our customers, stores and distribution centers.

Most significantly, we accelerated the pace of our inventory reduction efforts, including additional promotional markdowns, in an effort to return to more optimal inventory levels sooner than we believed the current pace would deliver.

These investments in retail labor, markdowns, and other areas, had a materially negative impact on our operating profit in 2023.

While we believe the overall growth rate of inflation has moderated, we expect some inflationary pressures will continue to affect our operating results and our vendors and customers.

Further, both inflation and higher interest rates have significantly increased new store opening costs and occupancy costs, and while we continue to have strong new store returns and grow our store base significantly in 2024, these increased costs have negatively impacted our projected new store returns and influenced our 2024 new store growth plans.

We are taking actions designed to reduce our store manager turnover, which was higher than targeted in 2023, including through our labor investment and allocation of labor hours, simplifying in-store activities, and reducing excess inventory.

To further enhance shareholder returns, we have continued to pay quarterly cash dividends.

As planned, to preserve our investment grade credit rating and maintain financial flexibility, we did not repurchase any shares during 2023 under our share repurchase program and do not plan to repurchase shares during 2024.

The repurchase authorization has no expiration date, and future repurchases will depend on a variety of factors, including price, market conditions, compliance with the covenants and restrictions under our debt agreements, cash requirements, excess debt capacity, results of operations, financial condition and other factors.

| | ● | Net sales in 2023 increased 2.2%. Sales in same-stores increased 0.2%, primarily due to an increase in customer traffic. Average sales per square foot in 2023 were $264. |

| | ● | Operating profit decreased 26.5% to $2.45 billion in 2023 compared to $3.33 billion in 2022. |

| | ● | The change in the effective income tax rate to 21.6% in 2023 from 22.5% in 2022 was primarily due to the effect of certain rate-impacting items (such as federal tax credits) on lower earnings before taxes and a lower state effective rate resulting from increased recognition of state tax credits compared to 2022. |

| | ● | We generated approximately $2.4 billion of cash flows from operating activities in 2023, an increase of 20.5% compared to 2022. |

The increase in same-store sales reflects an increase in customer traffic, partially offset by a decrease in the average transaction amount.

Same-store sales increased in the consumables category, and declined in the home products, seasonal and apparel categories.

Same-store sales increased in the consumables category, and declined in the apparel, seasonal, and home products categories.

_Gross Profit._ In 2023, gross profit decreased by 0.9%, and as a percentage of net sales decreased by 94 basis points to 30.3% compared to 2022, primarily driven by increased shrink and inventory markdowns, lower inventory markups, a higher proportion of lower margin consumables sales, and increased damages.

Partially offsetting the factors which decreased our overall gross profit rate were a lower LIFO provision and decreased transportation costs.

The effective tax rate was lower in 2023 primarily due to the effect of certain rate-impacting items (such as federal tax credits) on lower earnings before taxes and a lower state effective rate resulting from increased recognition of state tax credits.

In 2023, we experienced moderate increases in product costs due to lower rates of inflation.

In addition, we continued to experience elevated but relatively stable costs of building materials and certain of our other capital costs.

In 2021, we experienced increases in product costs due in part to higher rates of inflation.

_Revolving Facility_

On February 13, 2024, we amended the credit agreement governing the Revolving Facility to increase the

maximum leverage ratio for the four quarters of fiscal 2024.

The credit agreement governing the Revolving Facility also contains customary events of default.

During the second half of 2022, we experienced higher inventory damages and shrink than we anticipated.

We believe these increases are due to multiple factors, including the challenging macroeconomic environment, materially higher inventory levels, and, as to damages, Winter Storm Elliott in December.

In addition, we believe some portion of the increase in damages is a residual impact of the warehouse capacity constraints and associated store and supply chain inefficiencies we faced, which are discussed in more detail below.

While we anticipate shrink and damages may continue to pressure our results through the first half of 2023, we believe we are taking actions that we believe will reduce the impact of these challenges to our business as we move throughout the year.

This trend did not occur in 2020 or the first quarter of 2021, as we saw a significant increase in demand in many non-consumable products, including home, seasonal and apparel, resulting in an overall significant mix shift into non-consumable categories during those periods.

Beginning in the second quarter of 2021 and continuing thereafter, we began to see reversion toward the historical mix trends.

We continue to expect sales mix challenges to persist as the mix trend reversion toward consumables returned to pre-pandemic levels in the fourth quarter of 2021 and has exceeded pre-pandemic levels since the first quarter of 2022.

In 2022, we saw continued growth in average transaction amount, which was driven primarily by inflation, and we believe, to a lesser degree, our merchandising efforts.

In the second and third quarters of 2022, we experienced a slight to modest increase in customer traffic, respectively.

In addition, although we believe our sales growth in the first half of 2022 was negatively impacted by the global and domestic supply chain challenges and disruptions discussed further below, primarily in the form of lower merchandise in-stock levels in our stores, we have seen some improvement in our in-stock levels and in the global supply chain environment.

However, in the second half of 2022, we experienced what we believe to be temporary warehouse capacity constraints and inefficiencies within our internal supply chain, including unanticipated temporary delays in opening or securing additional storage facilities, all of which is discussed further below.

Further, our non-consumables initiative, which offers a new, differentiated and limited assortment that will change throughout the year, continues to contribute to improved overall sales and gross margin performance in stores where it has been deployed.

We have completed the rollout in the vast majority of our Dollar General stores.

At the end of fiscal 2022, we operated 140 standalone pOpshelf locations and 40 pOpshelf store-within-a-store concepts within existing Dollar General Market stores.

We believe this concept represents a significant growth opportunity and are targeting nearly 300 standalone pOpshelf stores by the end of fiscal 2023, and approximately 1,000 stores by the end of fiscal 2025.

DG Fresh now wholly or partially serves essentially all stores across the chain and has benefitted gross profit through improved initial markups on inventory purchases, which were partially offset by increased distribution and transportation costs.

We also have a health initiative, branded as “DG Well Being”, with the goal of increasing access to basic healthcare products, and ultimately services over time, particularly in rural communities.

The initial focus of this initiative is a significantly expanded health product assortment in certain stores, primarily those in our larger formats.

We opened our first store in Mexico in the first quarter of fiscal 2023.

Our goal is to operate approximately 20 stores in Mexico by the end of 2023, all of which would be incremental to our planned 1,050 new store openings.

We expect store format innovation to allow us to capture additional growth opportunities within our existing markets.

We continue to incorporate lessons learned from our various store formats and layouts into our existing store base.

These lessons contribute to innovation in developing new formats, with a goal of driving increased customer traffic, average transaction amount, same-store sales and overall store productivity.

We are continuing to deploy “Fast Track,” an initiative aimed at further enhancing our convenience proposition and in-stock position as well as creating labor efficiencies within our stores.

The completed portion of the first phase of Fast Track involved sorting process optimization within our non-refrigerated distribution centers, as well as increased shelf-ready packaging, to allow for greater store-level stocking efficiencies, while the current focus involves adding a self-checkout option, which we now have in the majority of our stores.

We plan to continue expanding the size of our fleet to drive additional savings, and our goal is to have more than 2,000 tractors in the fleet by the end of fiscal 2023.

Further federal, state and/or local minimum wage increases could have a material negative impact on our operating expenses, although the magnitude and timing of such impact is uncertain.

We believe these investments will also elevate consistency of experience in our stores, and amplify the potential of our strategic initiatives, while driving greater on-shelf availability and market share gains.

In addition, we have experienced challenges such as increased costs and disruptions in our business as a result of various global events, including the COVID-19 pandemic and its associated impacts.

Such challenges include incremental transportation, distribution, and payroll costs, as well as supply chain disruptions.

While we have begun to see some improvement in the overall global supply chain environment, we experienced some

unanticipated delays in acquiring additional temporary warehouse space sufficient for our inventory needs, which caused delays and inefficiencies within our internal supply chain in the second half of fiscal 2022.

These challenges resulted in materially higher than anticipated supply chain costs, including detention fees incurred for delays in returning shipping containers and higher temporary storage and transportation costs and labor.

We have made significant progress in acquiring additional temporary and permanent warehouse capacity and plan to add a significant amount of additional warehouse capacity in fiscal 2023.

We believe these additional facilities will support greater efficiencies throughout our supply chain.

In addition, while we believe the growth rate of inflation is beginning to moderate, we expect continued inflationary pressures in the near term due to higher input costs and that higher energy and fuel prices will continue to affect us as well as our vendors and customers, resulting in higher commodity, transportation and other costs, including product costs, all of which may result in continued pressure to our operating results.

To the extent that these inflationary pressures result in a recessionary environment, we may experience adverse effects on our business, results of operations and cash flows.

Certain of our initiatives and plans are intended to help offset these inflation-driven challenges; however, they are somewhat dependent on the scale and timing of any increased costs, among other factors.

There can be no assurance that our mitigation efforts will be successful.

To further enhance shareholder returns, we repurchased shares of our common stock and paid quarterly cash dividends in 2022, and our Board of Directors recently increased the quarterly cash dividend, beginning with the dividend to be paid on or before April 25, 2023.

We are exposed to market risk primarily from adverse changes in interest [removed: rates,] [added: rates] and [removed: to a lesser degree] commodity prices.

Under the terms of these agreements, we [removed: swapped] [added: swap] fixed interest rates on a portion of our 2030 Senior Notes for [removed: three-month LIBOR] [added: compounded SOFR] rates.

As of February [removed: 3, 2023,] [added: 2, 2024,] we had [removed: $1.5 billion of] [added: no] consolidated commercial paper borrowings and no borrowings outstanding under our Revolving [removed: Facility or our 364-Day Revolving] Facility.

For a detailed discussion of our Revolving [removed: Facility, our 364-Day Revolving] Facility and our commercial paper program, see Note 5 to the consolidated financial statements.

At [removed: January 28, 2022,] [added: February 2, 2024,] our primary interest rate exposure was from changes in interest rates which affect our variable rate debt.

Based on our outstanding variable rate debt as of [removed: January 28, 2022,] [added: February 2, 2024,] after giving consideration to our interest rate swap agreements, the annualized effect of a one percentage point increase in variable interest rates would have resulted in a pretax reduction of our earnings and cash flows of approximately [removed: $4.1] [added: $3.5] million in [removed: 2021.][added: 2023.]

We are the largest discount retailer in the United States by number of stores, with [removed: 19,147] [added: 20,022] stores located in [removed: 47] [added: 48] U.S. states and Mexico as of March [removed: 3, 2023,] [added: 1, 2024,] with the greatest concentration of stores in the southern, southwestern, midwestern and eastern United States.

Our first [removed: store] [added: stores] in Mexico opened in [removed: February of] 2023.

[removed: Following] [added: We have achieved positive same-store sales growth each year since 1990, with the exception of 2021 which followed] unusually high sales results in 2020 during the height of the COVID [removed: pandemic, we did not achieve positive same-store sales growth in 2021.][added: pandemic.]

[removed: Notwithstanding the unusual circumstances of 2020 and 2021 resulting from the COVID pandemic, we] [added: We] believe that this consistent growth over many years, which has taken place in a variety of economic conditions, is a result of our compelling value and convenience proposition, although no assurances can be given that we will achieve positive same-store sales growth in any given year.

We believe our ability to effectively deliver both value and convenience allows us to succeed in small markets with [added: limited shopping alternatives, as well as in larger and more competitive markets.]

| | [removed: ●] | [removed: _Everyday Low Prices on Quality Merchandise._ Our research indicates that we offer a price advantage over most food and drug retailers and that our prices are competitive with even the] largest discount retailers. Our ability to offer everyday low prices on quality merchandise is supported by our low-cost operating structure and our strategy to maintain a limited number of items per merchandise category, which we believe helps us maintain strong purchasing power. We offer nationally advertised brands at these everyday low prices in addition to offering our own private [removed: brands] [added: brands, often] at substantially lower prices. |

| | ● | _Time-Saving Shopping Experience._ We strive to provide customers with a highly convenient, easy to navigate shopping experience. Our small-box stores [added: are designed to] make it easier to get in and out quickly, and our digital tools and offerings help drive even greater convenience and additional access points. Our product offering includes most necessities, such as basic packaged and refrigerated or frozen food [removed: and] [added: products,] dairy products, cleaning supplies, paper products, health and beauty care items, greeting cards and other stationery items, basic apparel, housewares, hardware and automotive supplies, among others. Our convenient hours and broad merchandise offering allow our customers to fulfill their requirements for basic goods and minimize their need to shop elsewhere. |

In addition, we have opportunities to [removed: relocate or] [added: relocate,] remodel [added: or convert] locations within our existing store base to better serve our customers.

Our pOpshelf [removed: concept] [added: concept, which we continue to evaluate and evolve,] represents an [removed: important] [added: additional] growth opportunity as a unique small-box retail concept that focuses on categories such as seasonal and home décor, health and beauty, home cleaning supplies, and party and entertainment goods.

We have also identified international [removed: expansion as an important growth opportunity,] [added: expansion,] with an initial focus on [removed: opening and operating stores in Mexico.][added: Mexico, as an opportunity for growth.]

We opened our first Mi Súper Dollar General [removed: store] [added: stores] in Mexico in [removed: February of 2023,] [added: 2023] and believe there is additional growth potential in Mexico in the years ahead.

Additionally, our private brand products offer even greater value with options to purchase both products that are of comparable quality to national brands as well as opening price point items, each [added: often] at substantial discounts to the national brands.

Consumables is our largest merchandise category and includes paper and cleaning products (such as paper towels, bath tissue, paper dinnerware, trash and storage bags, disinfectants, and laundry); packaged food (such as cereals, pasta, canned soups, [added: canned meats,] fruits and vegetables, condiments, spices, sugar and flour); perishables (such as milk, eggs, bread, refrigerated and frozen food, beer, wine and produce); snacks (such as candy, cookies, crackers, salty snacks and carbonated beverages); health and beauty (such as over-the-counter medicines and personal care products including soap, body wash, shampoo, cosmetics, dental hygiene and foot care products); pet (such as pet supplies and pet food); and tobacco products.

Apparel includes [removed: casual everyday apparel] [added: basic items] for infants, toddlers, girls, boys, women and men, as well as socks, underwear, disposable diapers, shoes and accessories.

| ​ | | [removed: 2022] [added: 2023] | | [removed: 2021] [added: 2022] | | [removed: 2020] [added: 2021] | |

| Consumables | | [removed: 79.7] [added: 81.0] | % | [removed: 76.7] [added: 79.7] | % | [removed: 76.8] [added: 76.7] | % |

| Seasonal | | [removed: 11.0] [added: 10.6] | % | [removed: 12.2] [added: 11.0] | % | [removed: 12.1] [added: 12.2] | % |

| Home products | | [removed: 6.2] [added: 5.6] | % | [removed: 6.8] [added: 6.2] | % | [removed: 6.5] [added: 6.8] | % |

| Apparel | | [removed: 3.1] [added: 2.8] | % | [removed: 4.3] [added: 3.1] | % | [removed: 4.6] [added: 4.3] | % |

Our stores currently average approximately 7,500 square feet of selling space, and [removed: over] [added: approximately] 80% of our stores are located in towns of 20,000 or fewer people.

Our primary new store [removed: format] [added: formats] currently [removed: averages] [added: average selling space of] approximately 8,500 square feet [removed: of selling space.][added: and 9,500 square feet.]

Our two largest suppliers accounted for approximately 10% and 8%, respectively, of our purchases in [removed: 2022.][added: 2023.]

We directly imported approximately [removed: 9%] [added: 4%] of our purchases at cost in [removed: 2022.][added: 2023.]

Our stores are currently supported by distribution centers for [removed: both] [added: frozen,] refrigerated and non-refrigerated merchandise located strategically throughout our geographic footprint.

In addition to our traditional distribution centers, we [removed: now] operate multiple temperature-controlled distribution facilities in support of [removed: “DG Fresh”,] our [removed: strategic, multi-phased shift to] self-distribution of frozen and refrigerated goods, such as dairy, deli and frozen products.

We regularly analyze and rebalance the [added: distribution] network with a goal of ensuring that it remains efficient and provides the service levels our stores require.

[added: Certain of our competitors have greater financial, distribution,] marketing and other resources than we do and may be able to secure better arrangements from suppliers than we can.

We own marks that are registered with the United States Patent and Trademark Office and are protected under applicable intellectual property laws, including, without limitation, Dollar General®, DG®, Clover Valley®, trueliving®, [added: pOpshelf®,] and [removed: pOpshelf®] [added: Mi Super Dollar General®] along with variations and formatives of these trademarks.

Although eligibility for and the level of benefits vary depending on the employee’s full-time or part-time status, compensation level, date of hire, and/or length of service, the broad range of benefits we provide or make available may include: medical, prescription, telemedicine, dental and vision plans; flexible spending accounts; disability insurance; 401(k) plan; paid vacation; employee assistance [removed: program] [added: programs] with access to legal assistance and counseling; healthy lifestyle and disease management programs; education assistance benefits; parental leave; adoption assistance; service award recognition; and a broad range of discounts for other products and services.

In [removed: 2022,] [added: 2023,] we estimate we invested over four million training hours in our employees to promote their education and development.

As of March [removed: 3, 2023,] [added: 1, 2024,] we employed [removed: more than 170,000] [added: approximately 185,800] full-time and part-time employees, including divisional and regional managers, district managers, store managers, other store [removed: personnel,] [added: employees,] and distribution center, fleet and administrative [removed: personnel.][added: employees.]

As of the end of [removed: 2022,] [added: 2023,] more than 70% of store managers and thousands of additional employees, including several members of our senior leadership, have been promoted from within our organization.

These laws, rules and regulations relate to, among other things, the sale of products, including without [removed: limitation] [added: limitation,] product and food safety, marketing and labeling; information security and privacy; labor and employment; employee wages and benefits; health and safety; real property; public accommodations; anti-bribery; financial reporting and [removed: disclosure; pricing; antitrust and fair competition; anti-money laundering; transportation; imports and customs; intellectual property; taxes; and environmental compliance.][added: disclosure, including disclosures related to]

We routinely incur significant [removed: compliance related] [added: compliance-related] costs, both direct and indirect, including investments in store standards and [removed: labor] [added: labor,] such as our approximately [removed: $100] [added: $150] million [added: labor] investment [removed: planned for 2023, which we believe to be material.][added: in 2023.]

Although we [removed: can make no guarantees that other future such] [added: may incur additional material compliance-related] costs [removed: will not be material,] [added: in the future,] to date, other than the [removed: investment] [added: investments] referenced above, compliance with these laws, rules and regulations has not had a material effect on our capital expenditures, earnings or competitive position.

We file with or furnish to the Securities and Exchange Commission (the “SEC”) annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, proxy statements and annual reports to shareholders, and, from time to time, registration statements and other [removed: documents.][added: documents pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).]

| | ● | _Everyday Low Prices on Quality Merchandise._ Our research indicates that we offer a price advantage over most food and drug retailers and that our prices are competitive with even the |

| --- | --- | --- |

| 2023 | | 19,104 | | 987 | | 105 | | 882 | | 19,986 | ​ |

environmental, social and governance (“ESG”) matters; pricing; antitrust and fair competition; anti-money laundering; transportation; imports and customs; intellectual property; taxes; and environmental compliance.

See “Item 1A.

From 1990 through 2020, we achieved 31 consecutive years of positive same-store sales growth.

However, we achieved positive same-store sales growth once again in 2022.

limited shopping alternatives, as well as in larger and more competitive markets.

| 2020 | | 16,278 | | 1,000 | | 101 | | 899 | | 17,177 | ​ |

In 2020 and 2021, COVID-19 and its impacts caused disruptions in our supply chain, at times making it more difficult to obtain certain products in sufficient quantities to meet customer demand and increasing distribution and transportation costs.

We began to see normalization in the global supply chain during 2022 and anticipate continuing improvement moving forward.

In situations where it becomes necessary to secure alternative sources, we may experience increased merchandise costs and supply chain lead time and expenses, a temporary reduction in store inventory levels, and reduced product selection or quality.

An inability to obtain alternative sources could adversely affect our sales.

In the second half of 2022, we experienced a temporary shortage of available warehouse capacity, primarily due to delays in opening temporary warehouse space.

This shortage resulted in a significant impact to our operating results due to increased costs associated with delays in unloading inventory into warehouse space, as well as inefficiencies in moving goods throughout our internal supply chain.

With the opening of three permanent distribution facilities in the fourth quarter of 2022, significant warehouse capacity is now available and has relieved the vast majority of these constraints.

Certain of our competitors have greater financial, distribution,

See “—Our Business Model” above and “Item 1A.

For the fiscal year ended February [removed: 3, 2023,] [added: 2, 2024,] or

The aggregate market value of the registrant’s common stock outstanding and held by non-affiliates as of [removed: July 29, 2022] [added: August 4, 2023] was [removed: $55.9] [added: $36.7] billion calculated using the closing market price of the registrant’s common stock as reported on the NYSE on such date [removed: ($248.43).][added: ($167.77).]

The registrant had [removed: 219,108,477] [added: 219,671,316] shares of common stock outstanding as of March [removed: 22, 2023.][added: 21, 2024.]

Certain of the information required in Part III of this Form 10-K is incorporated by reference to the registrant’s definitive proxy statement to be filed for the Annual Meeting of Shareholders to be held on May [removed: 31, 2023.][added: 29, 2024.]

| ​ | [ITEM 2. PROPERTIES](#ITEM2PROPERTIES_848852) | | [removed: 21] [added: 23] |

| ​ | [ITEM 3. LEGAL PROCEEDINGS](#ITEM3LEGALPROCEEDINGS_83582) | | [removed: 22] [added: 23] |

| ​ | [ITEM 4. MINE SAFETY DISCLOSURES](#ITEM4MINESAFETYDISCLOSURES_135281) | | [removed: 22] [added: 24] |

| ​ | [INFORMATION ABOUT OUR EXECUTIVE OFFICERS](#EXECUTIVEOFFICERSOFTHEREGISTRANT_442806) | | [removed: 22] [added: 24] |

| ​ | [ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](#ITEM5MARKETFORREGISTRANTSCOMMONEQUITY_76) | | [removed: 25] [added: 26] |

| ​ | [ITEM 6. [removed: RESERVED](#ITEM6SELECTEDFINANCIALDATA_356509)] [added: \[RESERVED\]](#ITEM6SELECTEDFINANCIALDATA_356509)] | | [removed: 25] [added: 26] |

| ​ | [ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSIS_58) | | [removed: 26] [added: 27] |

| | | [Consolidated Balance [removed: Sheets](#BALANCESHEETS_88009)] [added: Sheets](#BALANCESHEETS)] | 44 |

| | | [Consolidated Statements of [removed: Income](#STATEMENTSOFINCOME_317344)] [added: Income](#STATEMENTSOFINCOME)] | 45 |

| | | [Consolidated Statements of Comprehensive [removed: Income](#COMPREHENSIVEINCOME_803563)] [added: Income](#COMPREHENSIVEINCOME)] | 46 |

| | | [Consolidated Statements of Shareholders' [removed: Equity](#SHAREHOLDERSEQUITY_636150)] [added: Equity](#EQUITY)] | 47 |

| | | [Consolidated Statements of Cash [removed: Flows](#CASHFLOWS_532721)] [added: Flows](#CASHFLOWS)] | 48 |

| | | [Notes to Consolidated Financial [removed: Statements](#NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS_6)] [added: Statements](#NOTESTOCONSOLIDATEDFINANCIALSTATEMEN)] | 49 |

| ​ | [ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | | [removed: 66] [added: 68] |

| ​ | [ITEM 9A. CONTROLS AND PROCEDURES](#ITEM9ACONTROLSANDPROCEDURES_424309) | | [removed: 66] [added: 68] |

| | | [Report of Independent Registered Public Accounting Firm](#ReportofIndependent1_574395) | [removed: 67] [added: 69] |

| ​ | [ITEM 9B. OTHER INFORMATION](#ITEM9BOTHERINFORMATION_957047) | | [removed: 68] [added: 70] |

| ​ | [ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#ITEM9CDISCLOSUREREGARDINGFOREIGN) | | [removed: 69] [added: 70] |

| ​ | [ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | | [removed: 70] [added: 71] |

| ​ | [ITEM 11. EXECUTIVE COMPENSATION](#ITEM11EXECUTIVECOMPENSATION_872380) | | [removed: 70] [added: 71] |

| ​ | [ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | | [removed: 71] [added: 72] |

| ​ | [ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | | [removed: 71] [added: 72] |

| ​ | [ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES) | | [removed: 71] [added: 72] |

| ​ | [ITEM 15. [removed: EXHIBITS] [added: EXHIBIT] AND FINANCIAL STATEMENT SCHEDULES](#ITEM15EXHIBITSANDFINANCIALSTATEMENTSCHED) | | [removed: 72] [added: 73] |

This report contains references to years [added: 2024,] 2023, 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] which represent fiscal years ending or ended [added: January 31, 2025,] February 2, 2024, February 3, [removed: 2023, January 28, 2022] [added: 2023] and January [removed: 29, 2021,] [added: 28, 2022,] respectively.

| | ● | our plans, objectives, and expectations [removed: regarding,] [added: regarding] future operations, growth, investments and initiatives, including but not limited to our real estate, store growth and international expansion plans, store formats or concepts, shrink and damages reduction actions, [removed: planned approximately $100 million investment in our stores,] [added: inventory reduction efforts,] and anticipated progress and impact of our strategic initiatives (including but not limited to our [removed: non-consumables and] digital initiatives, DG Media Network, DG [removed: Well Being, DG] Fresh, [removed: Fast Track,] [added: self-checkout,] and pOpshelf) and our merchandising, margin enhancing, [removed: and] distribution/transportation efficiency (including but not limited to self-distribution and our private [removed: fleet)] [added: fleet), store manager turnover reduction] and other initiatives; |

| | ● | expectations regarding sales and mix of consumable and non-consumable products, customer traffic, basket [removed: size] [added: size, shrink] and inventory levels; |

| | ● | [removed: anticipated] [added: expectations regarding] stock repurchases and cash dividends; |

| | ● | anticipated borrowing under our [removed: unsecured revolving] credit [removed: agreement, our 364-day unsecured revolving credit facility] [added: agreement] and our commercial paper program; |

| | ● | potential impact of legal or regulatory changes or governmental assistance or stimulus programs and our responses thereto, including without limitation [removed: the] potential [removed: increase of] [added: further] federal, state and/or local minimum wage [removed: rates/salary levels,] [added: increases or changes to salary levels required for certain overtime-exempt positions,] as well as changes to certain government assistance programs, such as SNAP benefits, unemployment benefits, and economic stimulus [removed: payments,] [added: payments and the student loan forbearance program,] or potential changes to the corporate tax rate; and |

| | ● | expected outcome or effect of pending or threatened legal disputes, [added: governmental actions,] litigation or audits. |

All forward-looking statements are subject to risks, uncertainties and other factors that may [added: change at any time and may] cause our actual results to differ materially from those [removed: which] [added: that] we expected.

[removed: Many] [added: We derive many] of these statements [removed: are derived] from our operating budgets and [removed: forecasts,] [added: forecasts as of the date of this document,] which are based on many detailed assumptions that we believe are reasonable.

However, it is very difficult to predict the effect of known [removed: factors,] [added: factors on future results,] and we cannot anticipate all factors that could affect future [removed: results.][added: results that may be important to you.]

Important factors that could cause actual results to differ materially from the expectations expressed [added: in] or implied [removed: in] [added: by] our forward-looking statements are disclosed under “Risk Factors” in Part I, Item 1A and elsewhere in this document (including, without limitation, in conjunction with the forward-looking statements themselves and under the heading “Critical Accounting Policies and Estimates”).

All forward-looking statements are qualified in their entirety by these and other cautionary statements that we make from time to time in our other [removed: SEC] [added: Securities and Exchange Commission] filings and public communications.

| ​ | [ITEM 1C. CYBERSECURITY](#ITEM1CYBERSECURTYDISCLOSURE) | | 21 |

You should also be aware that while we do, from time to time, communicate with securities analysts and others, it is against our policy to disclose to them any material, nonpublic information or other confidential commercial information.

Accordingly, shareholders should not assume that we agree with any statement or report issued by any securities analyst regardless of the content of the statement or report.

Furthermore, we have a policy against confirming any projections, forecasts or opinions issued by others.

Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not our responsibility.

Not applicable.

None.

We design, implement, and maintain a comprehensive information security program consisting of commercially reasonable administrative, organizational, and technical controls, practices, and safeguards which follow applicable laws, regulations, and industry best practices to protect against confidentiality, integrity, and availability threats to our information systems.

Such controls, practices, and safeguards include, but are not limited to, published security policies, firewalls, intrusion prevention solutions, anti-malware solutions, data encryption, data loss prevention, security logging and monitoring, security configuration hardening, security patch/update management, remote access security, security risk management, vulnerability and threat management, security training and awareness, security controls testing, identity and access management, secure solutions development, and a comprehensive security incident response plan.

Our Vice President and Chief Information Security Officer

(“CISO”), who has approximately 30 years of experience in the information technology field with approximately 25 years of full cybersecurity focus and approximately 20 years as a Certified Information Systems Security Professional (CISSP), has responsibility for assessing and managing our information security program and related risks, which includes information security incident prevention, detection, mitigation and remediation, and leading a department of information security professionals with relevant industry and professional experience.

Our CISO reports directly to our Executive Vice President and Chief Information Officer (“CIO”), who has approximately 25 years of experience in the information technology field that includes direct interaction with or supervision of cybersecurity functions.

We also maintain a third-party security risk management program to identify, oversee, prioritize, assess, and mitigate third party risks; however, we rely on our third-party partners to implement effective information security programs commensurate with the risk associated with the nature of their business relationships to us and cannot ensure in all circumstances their efforts will be successful.

We and our third-party partners have experienced threats to, and incidents involving, data and systems, including by perpetrators of attempted random or targeted malicious attacks; computer malware, ransomware, bots, or other destructive or disruptive hardware and/or software; and attempts to misappropriate our and our customers’ information and cause system failures and disruptions, although to date none have been material to our business.

See “Item 1A.

Risk Factors” for additional information regarding cybersecurity-related risks that could impact our business.

The Audit Committee of our Board of Directors oversees our cybersecurity risks through various means, including but not limited to its oversight of our enterprise risk management program.

In connection with its oversight of this program, our Audit Committee discusses with management the process by which risk assessment and risk management is undertaken and our major financial and other risk exposures, including without limitation those relating to our information systems, information security, data privacy, business continuity, and third-party information security, and the steps management has taken to monitor and control such exposures.

Our Audit Committee reviews enterprise risk evaluation results at least annually and high residual risk categories, along with their mitigation strategies, quarterly.

In addition to consideration as part of the enterprise risk management program, cybersecurity risk is further evaluated through various internal and external audits and assessments designed to validate the effectiveness of our controls for managing the security of our information assets, and management develops action plans to address select identified opportunities for improvement.

Additionally, our Audit Committee quarterly reviews reports and metrics, including a dashboard, pertaining to cybersecurity risks and prevention, detection, mitigation and remediation efforts with our CIO and CISO to help our Audit Committee understand and evaluate current risks, monitor trends, and track our progress against specific metrics.

Our Audit Committee also has the responsibility to review with management and our outside auditor any unauthorized access to information technology systems that could have a material effect on our financial statements.

Further, our Audit Committee receives quarterly updates regarding our business continuity and IT disaster recovery plan, as well as cybersecurity incidents which occurred during the prior quarter.

Our Audit Committee also has undertaken cybersecurity education in recent years to assist members in overseeing related risks.

Such activities included a cyber threat intelligence update focusing on the global impact of ransomware on the retail sector and trends in retail sector compromises; the state of cybersecurity regulation; an overview of methods to perform cyber risk quantification; an update on the evolving retail landscape’s impact on cyber risk to retail organizations; and an overview of Company-specific cyber-related risks considerations.

As of March [removed: 3, 2023,] [added: 1, 2024,] we operated [removed: 19,147] [added: 20,022] retail stores, including those located in [removed: 47] [added: 48] U.S. states as listed in the table below, and [removed: one store] [added: three stores] in Mexico.

| Delaware | | 51 | | North [removed: Dakota] [added: Carolina] | | [removed: 66] [added: 1,076] | ​ |

As of March [removed: 3, 2023,] [added: 1, 2024,] we operated 19 distribution centers for non-refrigerated products, [removed: 10] [added: ten] cold storage distribution centers, and [removed: two] [added: three] combination distribution centers which have both refrigerated and non-refrigerated products.

We lease [removed: 14] [added: 15] of these facilities and the remainder are owned.

We have a total of [removed: 20.5] [added: 20.9] million square feet of non-refrigerated space and a total of [removed: 2.6] [added: 2.8] million square feet of cold storage space.

We also leased approximately [removed: 4.8] [added: 4.2] million square feet of additional warehouse space in support of our distribution network for non-refrigerated merchandise.

| Alabama | | 941 | | Nebraska | | 152 | ​ |

| Arizona | | 138 | | Nevada | | 22 | ​ |

| Arkansas | | 556 | | New Hampshire | | 45 | ​ |

| California | | 260 | | New Jersey | | 193 | ​ |

| Colorado | | 76 | | New Mexico | | 133 | ​ |

| Connecticut | | 95 | | New York | | 597 | ​ |

| Florida | | 1,061 | | North Dakota | | 71 | ​ |

| Georgia | | 1,098 | | Ohio | | 1,007 | ​ |

| Idaho | ​ | 7 | ​ | Oklahoma | | 550 | ​ |

| Illinois | | 698 | | Oregon | | 86 | ​ |

| Indiana | | 695 | | Pennsylvania | | 957 | ​ |

| Iowa | | 328 | | Rhode Island | | 24 | ​ |

| Kansas | | 275 | | South Carolina | | 666 | ​ |

| Kentucky | | 751 | | South Dakota | | 78 | ​ |

| Louisiana | | 671 | | Tennessee | | 998 | ​ |

| Maine | | 71 | | Texas | | 1,889 | ​ |

| Maryland | | 177 | | Utah | | 11 | ​ |

| Massachusetts | | 56 | | Vermont | | 41 | ​ |

| Michigan | | 736 | | Virginia | ​ | 492 | ​ |

| Minnesota | | 211 | | Washington | | 42 | ​ |

| Mississippi | | 657 | | West Virginia | | 303 | ​ |

| Missouri | | 670 | ​ | Wisconsin | ​ | 283 | ​ |

| Montana | | 4 | ​ | Wyoming | ​ | 20 | ​ |

As of March 1, 2024, we also leased approximately 186,000 square feet of additional space in Goodlettsville, Tennessee to support merchandising initiatives and 85,000 square feet of additional office space outside the United States.

| Alabama | | 907 | | Nevada | | 21 | ​ |

| Arizona | | 137 | | New Hampshire | | 45 | ​ |

| Arkansas | | 528 | | New Jersey | | 186 | ​ |

| California | | 259 | | New Mexico | | 119 | ​ |

| Colorado | | 72 | | New York | | 575 | ​ |

| Connecticut | | 86 | | North Carolina | | 1,035 | ​ |

| Florida | | 1,030 | | Ohio | | 977 | ​ |

| Georgia | | 1,059 | | Oklahoma | | 527 | ​ |

| Idaho | ​ | 6 | ​ | Oregon | | 85 | ​ |

| Illinois | | 659 | | Pennsylvania | | 914 | ​ |

| Indiana | | 669 | | Rhode Island | | 25 | ​ |

| Iowa | | 310 | | South Carolina | | 644 | ​ |

| Kansas | | 268 | | South Dakota | | 77 | ​ |

| Kentucky | | 702 | | Tennessee | | 953 | ​ |

| Louisiana | | 643 | | Texas | | 1,802 | ​ |

| Maine | | 67 | | Utah | | 11 | ​ |

| Maryland | | 166 | | Vermont | | 39 | ​ |

| Massachusetts | | 55 | | Virginia | | 470 | ​ |

| Michigan | | 696 | | Washington | ​ | 38 | ​ |

| Minnesota | | 206 | | West Virginia | | 285 | ​ |

| Mississippi | | 621 | | Wisconsin | | 260 | ​ |

| Missouri | | 634 | ​ | Wyoming | ​ | 15 | ​ |

| Nebraska | | 146 | ​ | ​ | ​ | ​ | ​ |

Information regarding our current executive officers as of March [removed: 24, 2023] [added: 25, 2024] is set forth below.

| [removed: Jeffery C. Owen] [added: Todd J. Vasos] | ​ | [removed: 53] [added: 62] | ​ | Chief Executive Officer and Director |

| [removed: John W. Garratt] [added: Kelly M. Dilts] | ​ | [removed: 54] [added: 55] | ​ | [added: Executive Vice] President and Chief Financial Officer |

| Kathleen A. Reardon | ​ | [removed: 51] [added: 52] | ​ | Executive Vice President and Chief People Officer |

| Steven [removed: G. Sunderland] [added: R. Deckard] | ​ | [removed: 59] [added: 55] | ​ | Executive Vice President, Store Operations [added: and Development] |

| Emily C. Taylor | ​ | [removed: 47] [added: 48] | ​ | Executive Vice President and Chief Merchandising Officer |

| Rhonda M. Taylor | ​ | [removed: 55] [added: 56] | ​ | Executive Vice President and General Counsel |

| Carman R. Wenkoff | ​ | [removed: 55] [added: 56] | ​ | Executive Vice President and Chief Information Officer |

| [removed: Antonio Zuazo] [added: Roderick J. West] | ​ | [removed: 51] [added: 52] | ​ | Executive Vice President, Global Supply Chain |

| Anita C. Elliott | ​ | [removed: 58] [added: 59] | ​ | Senior Vice President and Chief Accounting Officer |

Mr. [removed: Owen] [added: Vasos] has served as our Chief Executive Officer [added: since October 2023] and as a member of our Board of Directors since [removed: November 2022.][added: June 2015.]

[removed: Mr. Vasos] [added: He previously] served as our Chief Executive Officer from June 2015 to November [removed: 2022] [added: 2022,] when he transitioned to Senior [removed: Advisor.][added: Advisor prior to retiring in April 2023.]

[removed: He] [added: Mr. Vasos] joined Dollar General in December 2008 as Executive Vice President, Division President and Chief Merchandising Officer and was [added: promoted to Chief Operating Officer in November 2013.]

[removed: He also previously] [added: Prior to joining Dollar General, Mr. Vasos] served in leadership positions [removed: at] [added: with Longs Drug Stores Corporation,] Phar-Mor Food and Drug Inc. and Eckerd Corporation.

[removed: Mr. Garratt] [added: Ms. Dilts] has served as [added: Executive Vice] President and Chief Financial Officer since [removed: September 2022.][added: May 2023.]

Mr. [removed: Sunderland] [added: Deckard] has served as Executive Vice President, Store [removed: Operations,] [added: Operations and Development,] since [removed: August 2019.][added: January 2024.]

[added: Prior to joining Dollar General, she practiced law] with Ogletree, Deakins, Nash, Smoak & Stewart, P.C., where her practice was focused on labor law and employment litigation.

Mr. [removed: Zuazo] [added: West] has served as Executive Vice President, Global Supply [removed: Chain] [added: Chain,] since [removed: April 2021.][added: September 2023.]

Not applicable.

He was named Chief Executive Officer and joined the Company’s Board of Directors in June 2015.

She joined Dollar General in July 2019 as Senior Vice President, Finance, overseeing financial planning and analysis; procurement; margin planning and analytics; decision science and analytics; and investor relations.

Prior to joining the Company, Ms. Dilts served as Executive Vice President and Chief Financial Officer at Francesca’s Holdings Corporation, a specialty retailer operating a nationwide chain of boutiques, from April 2016 until July 2019.

Between February 1998 and April 2016, she held various positions of increasing responsibility in finance and investor relations with Tailored Brands, Inc., including Senior Vice President, Finance and Investor Relations (June 2014 to April 2016); Senior Vice President and Chief Accounting Officer (July 2012 to June 2014); Vice President, Finance (April 2003 to July 2012); Associate Vice President, Finance (April 2002 to April 2003); Financial Planning and Analysis Manager (March 2000 to April 2002); and Assistant Controller (February 1998 to March 2000).

She also served as the Controller for Olympia Enterprises from April 1993 to February 1998, after beginning her career with Deloitte & Touche in January 1990.

​

He has over 18 years of employment experience with Dollar General, including Executive Vice President, Growth and Emerging Markets (June 2023 to January 2024); Senior Vice President, Emerging Markets (March 2021 to May 2023); Senior Vice President, Store Operations (March 2015 to March 2021); Vice President, Store Operations (October 2012 to March 2015); Vice President, Financial Planning and Shrink Improvement (March 2012 to October 2012); Vice President, Loss Prevention and Shrink Improvement (November 2010 to March 2012); Senior Director, Store Operations (October 2007 to November 2010); Director, Store Operations (February 2007 to October 2007); and Regional Director (February 2006 to February 2007).

Prior to joining Dollar General, Mr. Deckard held various store operations positions with Walmart Inc. from November 1990 to April 2005.

​

He has approximately 18 years of employment experience with Dollar General, including Senior Vice President, Distribution (March 2021 to August 2023); Vice President, Perishable Growth and Development (January 2018 to March 2021); and Vice President, Process Improvement (August 2005 to January 2018).

Prior to joining Dollar General, Mr. West was a consultant with Kurt Salmon Associates from July 1994 to August 2005.

_Involvement in Legal Proceedings_.

Ms. Dilts served as Executive Vice President and Chief Financial Officer at Francesca’s Holdings Corporation until July 2019.

On December 3, 2020, Francesca’s Holdings Corporation filed voluntary petitions for relief under Chapter 11 of Title 11 of the Bankruptcy Code.

The Chapter 11 Plan of Liquidation was confirmed on July 20, 2021.

None.

| Todd J. Vasos | ​ | 61 | ​ | Senior Advisor and Director |

He previously served as our Chief Operating Officer from August 2019 to November 2022.

He returned to Dollar General in June 2015 as Executive Vice President of Store Operations, with over 21 years of previous employment experience with the Company, including Senior Vice President, Store Operations (August 2011 to July 2014); Vice President, Division Manager (March 2007 to July 2011); Retail Division Manager (November 2006 to March 2007); and various other operations roles of increasing importance and responsibility.

He began his employment at Dollar General in December 1992.

Mr. Owen served as a director of Kirkland’s Inc. from March 2015 to September 2022.

He has served as a member of our Board of Directors since June 2015.

promoted to Chief Operating Officer in November 2013 and to Chief Executive Officer in June 2015.

As previously announced, Mr. Vasos plans to retire from Dollar General effective April 2, 2023, but will remain on our Board.

Prior to joining Dollar General, Mr. Vasos served in executive positions with Longs Drug Stores Corporation for seven years, including Executive Vice President and Chief Operating Officer (February 2008 to November 2008) and Senior Vice President and Chief Merchandising Officer (2001 to 2008), where he was responsible for all pharmacy and front-end marketing, merchandising, procurement, supply chain, advertising, store development, store layout and space allocation, and the operation of three distribution centers.

*​*

As previously announced, Mr. Garratt plans to retire from Dollar General effective June 2, 2023.

He joined Dollar General in October 2014 as Senior Vice President, Finance & Strategy, and subsequently served as Interim Chief Financial Officer from July 2015 to December 2015, and as Executive Vice President and Chief Financial Officer from December 2015 to September 2022.

Mr. Garratt previously held various positions of increasing responsibility in corporate strategy and financial planning with Yum!

Brands, Inc., one of the world’s largest restaurant companies, between May 2004 and October 2014, including Vice President, Finance and Division Controller for the KFC division and earlier for the Pizza Hut division and for Yum Restaurants International (October 2013 to October 2014); Senior Director, Yum Corporate Strategy (March 2010 to October 2013), reporting directly to the corporate Chief Financial Officer and leading corporate strategy as well as driving key cross-divisional initiatives; and various other financial positions.

He previously held financial management positions at Alcoa Inc. (April 2002 to May 2004) and General Electric (March 1999 to April 2002), after beginning his career with Alcoa in May 1990.

Mr. Garratt has served as a director of Humana Inc. since February 2020.

He joined Dollar General as Senior Vice President, Store Operations, in September 2014.

Mr. Sunderland previously served as Senior Vice President, Retail Operations, of Office Depot, Inc. (November 2013 to January 2014); Senior Vice President, Retail Operations, of OfficeMax Incorporated (May 2012 to November 2013); Chief Operating Officer of Bally Total Fitness Holding Corporation (2011 to April 2012); and World Kitchen, LLC’s President of Retail (2009 to 2011).

Mr. Sunderland began his career with Sears in 1987, holding various positions of increasing responsibility, including Vice President of Strategic Operations for Sears Holdings Corporation from 2007 until 2009.

Prior to joining Dollar General, she practiced law

He joined Dollar General as Senior Director, Inventory and Planning Systems in May 2010, became Vice President, Inventory and Demand Management in February 2013, and was promoted to Senior Vice President, Inventory and Transportation in August 2018.

Prior to joining Dollar General, Mr. Zuazo served as Director of Pricing Strategy for Dreyer’s Grand Ice Cream from January 2009 to May 2010 and Director of Procurement for Longs Drug Stores Corporation from January 2006 to December 2008, and prior thereto, held various roles of increasing responsibility with Safeway Inc., primarily in its corporate business processes department, from August 1998 to December 2005.

Mr. Zuazo began his career in January 1988 with Lucky Stores and served as a pricing analyst for its Northern California division from October 1995 to August 1998.

Our common stock is traded on the New York Stock Exchange under the symbol “DG.” On March [removed: 22, 2023,] [added: 21, 2024,] there were approximately [removed: 2,747] [added: 2,708] shareholders of record of our common stock.

While our Board of Directors currently expects to continue regular quarterly cash dividends, the declaration and amount of future cash dividends are subject to the Board’s sole discretion and will depend upon, among other things, our results of operations, cash requirements, financial condition, contractual [removed: restrictions] [added: restrictions, excess debt capacity,] and other factors that the Board may deem relevant in its sole discretion.

Our current quarterly cash dividend is $0.59 per share.

Our Board of Directors most recently increased the amount of the quarterly cash dividend from $0.55 to $0.59 beginning with the dividend payable on April 25, 2023.

Issuer Purchases of Equity Securities

The following table contains information regarding purchases of our common stock made during the quarter ended February 3, 2023 by or on behalf of Dollar General or any “affiliated purchaser,” as defined by Rule 10b-18(a)(3) of the Securities Exchange Act of 1934:

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | | ​ | | ​ | ​ | | Total Number | | Approximate | | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | of Shares | ​ | Dollar Value | | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | Purchased | ​ | of Shares that May | | |

| ​ | ​ | Total Number | ​ | Average | | ​ | as Part of Publicly | ​ | Yet Be Purchased | | |

| ​ | ​ | of Shares | ​ | Price Paid | | ​ | Announced Plans | ​ | Under the Plans | | |

| Period | ​ | Purchased | ​ | per Share | | ​ | or Programs(a) | ​ | or Programs(a) | | |

| 10/29/22-11/30/22 | | — | ​ | $ | — | | — | ​ | $ | 2,487,795,000 | ​ |

| 12/01/22-12/31/22 | | 3,200,346 | ​ | $ | 245.64 | | 3,200,346 | ​ | $ | 1,701,653,000 | ​ |

| 01/01/23-02/03/23 | | 1,301,273 | ​ | $ | 245.93 | | 1,301,273 | ​ | $ | 1,381,631,000 | ​ |

| Total | | 4,501,619 | ​ | $ | 245.73 | | 4,501,619 | ​ | $ | 1,381,631,000 | ​ |

| (a) | On September 5, 2012, the Company announced a program permitting the Company to repurchase a portion of its outstanding shares not to exceed a dollar maximum established by the Company’s Board of Directors. The program was most recently amended on August 24, 2022 to increase the repurchase authorization by $2.0 billion, bringing the cumulative total value of authorized share repurchases under the program since its inception to $16.0 billion. Under the authorization, repurchases may be made from time to time in open market transactions, including pursuant to trading plans adopted in accordance with Rule 10b5-1 of the Exchange Act, or in privately negotiated transactions. The timing, manner and number of shares repurchased will depend on a variety of factors, including price, market conditions, compliance with the covenants and restrictions under the Company’s debt agreements and other factors. This repurchase authorization has no expiration date. |

| --- | --- |

​

We have audited the accompanying consolidated balance sheets of Dollar General Corporation and subsidiaries (the Company) as of February [removed: 3, 2023] [added: 2, 2024] and [removed: January 28, 2022,] [added: February 3, 2023,] the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended February [removed: 3, 2023,] [added: 2, 2024,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at February [removed: 3, 2023] [added: 2, 2024] and [removed: January 28, 2022,] [added: February 3, 2023,] and the results of its operations and its cash flows for each of the three years in the period ended February [removed: 3, 2023,] [added: 2, 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of February [removed: 3, 2023,] [added: 2, 2024,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March [removed: 24, 2023,] [added: 25, 2024,] expressed an unqualified opinion thereon.

| _Description of the Matter_ | The Company records expenses and reserves for workers’ compensation matters related to alleged work-related employee accidents and injuries, as well as general liability matters related to alleged non-employee incidents and injuries. At February [removed: 3, 2023,] [added: 2, 2024,] the Company’s reserves for self-insurance risks were [removed: $274.8] [added: $307.9] million, which includes workers’ compensation and general liability reserves. As discussed in Note 1 of the consolidated financial statements, the Company retains a significant portion of risk related to its workers’ compensation and general liability exposures. Accordingly, provisions are recorded for the Company’s estimates of such losses. The undiscounted future claim costs for the workers’ compensation and general liability exposures are estimated using actuarial methods. ​ Auditing management’s assessment of the recorded workers’ compensation and general liability self-insurance exposure reserves was complex and judgmental due to the significant assumptions required in projecting the exposure on incurred claims (including those which have not been reported to the Company). In particular, the estimate was sensitive to significant assumptions such as loss development factors, trend factors, and pure loss rates. | |

[removed: March 24, 2023][added: | ​ | ​ | 2023 | | | | | | | ​ |]

[removed: CONSOLIDATED BALANCE] [added: CONSOLIDATED BALANCE] SHEETS

| ​ | | February [added: 2, | | | February] 3, | | | January 28, | | |

| ​ | [added: ​ | 2024 | |] ​ | 2023 | | ​ | 2022 | | |

| Cash and cash [removed: equivalents | ​] [added: equivalents, beginning of period] | [removed: $] | 381,576 | ​ | [removed: $] | 344,829 | ​ | [added: | 1,376,577 | ​ |]

| Merchandise inventories | ​ | | [removed: 6,760,733] [added: 6,994,266] | ​ | | [removed: 5,614,325] [added: 6,760,733] | ​ |

| Income taxes receivable | ​ | ​ | [removed: 135,775] [added: 112,262] | ​ | ​ | [removed: 97,394] [added: 135,775] | ​ |

| Prepaid expenses and other current assets | ​ | | [removed: 302,925] [added: 366,913] | ​ | | [removed: 247,295] [added: 302,925] | ​ |

| Total current assets | ​ | | [removed: 7,581,009] [added: 8,010,724] | ​ | | [removed: 6,303,843] [added: 7,581,009] | ​ |

| Net property and equipment | ​ | | [removed: 5,236,309] [added: 6,087,722] | ​ | | [removed: 4,346,127] [added: 5,236,309] | ​ |

| Operating lease assets | ​ | ​ | [removed: 10,670,014] [added: 11,098,228] | ​ | ​ | [removed: 10,092,930] [added: 10,670,014] | ​ |

| Other intangible assets, net | ​ | | 1,199,700 | ​ | | [removed: 1,199,750] [added: 1,199,700] | ​ |

| Other assets, net | ​ | | [removed: 57,746] [added: 60,628] | ​ | | [removed: 46,132] [added: 57,746] | ​ |

| Total assets | ​ | $ | [removed: 29,083,367] [added: 30,795,591] | ​ | $ | [removed: 26,327,371] [added: 29,083,367] | ​ |

| Current portion of operating lease liabilities | ​ | ​ | [removed: 1,288,939] [added: 1,387,083] | ​ | ​ | [removed: 1,183,559] [added: 1,288,939] | ​ |

| Accounts payable | ​ | | [removed: 3,552,991] [added: 3,587,374] | ​ | [added: ​] | [removed: 3,738,604] [added: 3,552,991] | ​ |

| Accrued expenses and other | ​ | | [removed: 1,036,919] [added: 971,890] | ​ | [added: ​] | [removed: 1,049,139] [added: 1,036,919] | ​ |

| Income taxes payable | ​ | | [removed: 8,919] [added: 10,709] | ​ | [added: ​] | [removed: 8,055] [added: 8,919] | ​ |

| Total current liabilities | ​ | | [removed: 5,887,768] [added: 6,725,701] | ​ | | [removed: 5,979,357] [added: 5,887,768] | ​ |

| Long-term obligations | ​ | | [removed: 7,009,399] [added: 6,231,539] | ​ | | [removed: 4,172,068] [added: 7,009,399] | ​ |

| Long-term operating lease liabilities | ​ | ​ | [removed: 9,362,761] [added: 9,703,499] | ​ | ​ | [removed: 8,890,709] [added: 9,362,761] | ​ |

| Deferred income taxes | ​ | | [removed: 1,060,906] [added: 1,133,784] | ​ | | [removed: 825,254] [added: 1,060,906] | ​ |

| Other liabilities | ​ | | [removed: 220,761] [added: 251,949] | ​ | | [removed: 197,997] [added: 220,761] | ​ |

| Common stock; $0.875 par value, 1,000,000 shares authorized, [removed: 219,105] [added: 219,663] and [removed: 230,016] [added: 219,105] shares issued and outstanding at February [removed: 3, 2023] [added: 2, 2024] and [removed: January 28, 2022,] [added: February 3, 2023,] respectively | ​ | | [removed: 191,718] [added: 192,206] | ​ | | [removed: 201,265] [added: 191,718] | ​ |

| Additional paid-in capital | ​ | | [removed: 3,693,871] [added: 3,757,005] | ​ | | [removed: 3,587,914] [added: 3,693,871] | ​ |

| Retained earnings | ​ | | [removed: 1,656,140] [added: 2,799,415] | ​ | | [removed: 2,473,999] [added: 1,656,140] | ​ |

| Accumulated other comprehensive income (loss) | ​ | | [removed: 43] [added: 493] | ​ | | [removed: (1,192)] [added: 43] | ​ |

| Total shareholders’ equity | ​ | | [removed: 5,541,772] [added: 6,749,119] | ​ | | [removed: 6,261,986] [added: 5,541,772] | ​ |

| Total liabilities and shareholders' equity | ​ | $ | [removed: 29,083,367] [added: 30,795,591] | ​ | $ | [removed: 26,327,371] [added: 29,083,367] | ​ |

CONSOLIDATED STATEMENTS [removed: OF] [added: OF COMPREHENSIVE] INCOME

| ​ | [removed: |] February [removed: 3,] [added: 2,] | | | [removed: January 28,] [added: February 3,] | | | January [removed: 29,] [added: 28,] | | |

| [removed: ​] [added: (In thousands)] | [removed: ​] | 2023 | | [removed: ​] | 2022 | | [removed: ​] | 2021 | | |

| Net sales | ​ | $ | [removed: 37,844,863] [added: 38,691,609] | ​ | $ | [removed: 34,220,449] [added: 37,844,863] | ​ | $ | [removed: 33,746,839] [added: 34,220,449] | ​ |

| Cost of goods sold | ​ | | [removed: 26,024,765] [added: 26,972,585] | ​ | | [removed: 23,407,443] [added: 26,024,765] | ​ | | [removed: 23,027,977] [added: 23,407,443] | ​ |

| Gross profit | ​ | | [removed: 11,820,098] [added: 11,719,024] | ​ | | [removed: 10,813,006] [added: 11,820,098] | ​ | | [removed: 10,718,862] [added: 10,813,006] | ​ |

| Selling, general and administrative expenses | ​ | | [removed: 8,491,796] [added: 9,272,724] | ​ | | [removed: 7,592,331] [added: 8,491,796] | ​ | | [removed: 7,164,097] [added: 7,592,331] | ​ |

March 25, 2024

| ​ | ​ | 2024 | | ​ | 2023 | | |

| Cash and cash equivalents | ​ | $ | 537,283 | ​ | $ | 381,576 | ​ |

| Current portion of long-term obligations | ​ | $ | 768,645 | ​ | $ | — | ​ |

| Net income | | — | ​ | | — | ​ | | — | ​ | | 1,661,274 | ​ | | — | ​ | | 1,661,274 | ​ |

| Balances, February 2, 2024 | | 219,663 | ​ | $ | 192,206 | ​ | $ | 3,757,005 | ​ | $ | 2,799,415 | ​ | $ | 493 | ​ | $ | 6,749,119 | ​ |

| ​ | 2024 | | ​ | 2023 | | ​ | 2022 | | |

| Net income | $ | 1,661,274 | ​ | $ | 2,415,989 | ​ | $ | 2,399,232 | ​ |

| ​ | | ​ | | | | February 2, | | | February 3, | | |

| ​ | ​ | ​ | ​ | ​ | ​ | | 10,598,226 | ​ | | 9,145,732 | ​ |

| ​ | | February 2, | | | February 3, | | |

| ​ | ​ | $ | 971,890 | ​ | $ | 1,036,919 | ​ |

Supply chain finance programs

We utilize supply chain finance programs whereby qualifying suppliers may elect at their sole discretion to sell our payment obligations to designated third party financial institutions.

While the terms of these agreements are between the supplier and the financial institution, the supply chain finance financial institutions allow the participating suppliers to utilize our creditworthiness in establishing credit spreads and associated costs.

The payment terms that the Company has with participating suppliers under these programs generally range up to 120 days.

The Company’s obligations to its suppliers in accounts payable and accrued expenses, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to finance amounts under these arrangements.

As of February 2, 2024 and February 3, 2023, the amount of obligations outstanding that the Company has confirmed with the financial institutions under the supply chain finance program were $306.8 million and $343.6 million, respectively.

install fixtures.

Foreign currency denominated assets and liabilities held by foreign subsidiaries are translated into U.S. dollars using the spot rate in effect at the consolidated balance sheet date.

Results of operations are translated using the average exchange rates in the period in which they occur.

The effect of exchange rate fluctuations on translation of assets and liabilities is included as a component of shareholders’ equity in accumulated other comprehensive income or loss.

The Company completed its transition from LIBOR to Term SOFR in its credit agreements governing the Facilities in fiscal year 2022 with no material impact to the financial statements.

The Company adopted the required disclosures for this accounting standard update in fiscal 2023, except for the disclosure of rollforward activity, which will be adopted for fiscal year 2024.

In November 2023, the FASB issued an update to the required disclosures for segment reporting.

The update is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses.

The update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

In December 2023, the FASB issued an update to the required disclosures for income taxes.

The update is intended to improve the rate reconciliation and income taxes paid disclosures to enhance the transparency and decision usefulness of income tax disclosures.

The update is effective for fiscal years beginning after December 15, 2024.

The Company is currently assessing the impact of the adoption of this required disclosure.

| Basic earnings per share | ​ | $ | 1,661,274 | | 219,415 | ​ | $ | 7.57 | ​ |

| Diluted earnings per share | ​ | $ | 1,661,274 | | 219,938 | ​ | $ | 7.55 | ​ |

| Foreign | ​ | ​ | (297) | ​ | ​ | (24) | ​ | ​ | (38) | ​ |

The effective income tax rate was lower in 2023 primarily due to the effect of certain rate-impacting items (such as federal tax credits) on lower earnings before taxes and a lower state effective rate resulting from increased recognition of state tax credits.

| ​ | | February 2, | | | February 3, | | |

| (In thousands) | ​ | 2024 | | ​ | 2023 | | |

| ​ | ​ | | 2,963,548 | ​ | | 2,864,676 | ​ |

The Company has approximately $8.1 million of state apportioned net

operating loss carryforwards, which will begin to expire in 2032 and will continue through 2042 and approximately $31.6 million of foreign net operating loss carryforwards, which will begin to expire in 2032 through 2034.

| --- | --- |

| Balances, January 31, 2020 | | 251,936 | ​ | $ | 220,444 | ​ | $ | 3,322,531 | ​ | $ | 3,162,660 | ​ | $ | (3,135) | ​ | $ | 6,702,500 | ​ |

| Net income | | — | ​ | | — | ​ | | — | ​ | | 2,655,050 | ​ | | — | ​ | | 2,655,050 | ​ |

| Repurchases of common stock | | (12,297) | ​ | | (10,760) | ​ | | — | ​ | | (2,455,674) | ​ | | — | ​ | | (2,466,434) | ​ |

| Cash and cash equivalents, beginning of period | | 344,829 | ​ | | 1,376,577 | ​ | | 240,320 | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | | 9,145,732 | ​ | | 7,937,774 | ​ |

| ​ | ​ | $ | 1,036,919 | ​ | $ | 1,049,139 | ​ |

2022, 2021 and 2020, respectively.

consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

Early adoption is permitted.

The amendments should be applied retrospectively to each period in which a balance sheet is presented, except for disclosure of rollforward information, which should be applied prospectively.

| ​ | ​ | 2020 | | | | | | | ​ |

| Basic earnings per share | ​ | $ | 2,655,050 | | 248,171 | ​ | $ | 10.70 | ​ |

| Diluted earnings per share | ​ | $ | 2,655,050 | | 250,076 | ​ | $ | 10.62 | ​ |

| Foreign | ​ | ​ | (24) | ​ | ​ | (38) | ​ | ​ | (104) | ​ |

The effective income tax rate was lower in 2021 primarily due to increased income tax benefits associated with federal tax credits partially offset by a higher state effective tax rate in 2021 compared to 2020.

| ​ | ​ | | 2,864,676 | ​ | | 2,736,398 | ​ |

| 2023 | ​ | $ | 1,675,193 | ​ |

| 2024 | ​ | | 1,619,954 | ​ |

| 2026 | ​ | | 1,396,714 | ​ |

| 2027 | ​ | | 1,255,062 | ​ |

| Thereafter | ​ | | 5,271,366 | ​ |

| 3.250% Senior Notes due April 15, 2023 (net of discount of $0 and $319) | ​ | | — | ​ | | 899,681 | ​ |

Both facilities also contain customary events of default.

As of February 3, 2023, under the 364-Day Revolving Facility, the Company had no outstanding borrowings and borrowing availability of $750 million.

At February 3, 2023, the Company had combined availability under the credit facilities of $1.0 billion.

and amended by supplemental indentures relating to each series of Senior Notes (as so supplemented and amended, the “Senior Indenture”).

| Long-term obligations (a) | ​ | $ | 5,223,916 | ​ | $ | 1,702,595 | ​ | $ | — | ​ | $ | 6,926,511 | ​ |

On January 20, 2023, a lawsuit entitled _Brent Conforti, et al.

v.

Jeffrey C.

Owen, et al_.

was filed in the United States District Court for the Middle District of Tennessee (Case No. 3:23-CV-00059) (“_Conforti_”) in which the plaintiff shareholder, purportedly on behalf and for the benefit of the Company, alleges that each of the Company’s directors violated their fiduciary duties by failing to implement and maintain a system of controls regarding the Company’s workplace safety practices.

The plaintiff also alleges corporate waste and, as to the Company’s former CEO, Mr. Vasos, unjust enrichment.

On February 13, 2023, the plaintiff amended the complaint to add breach of fiduciary duty allegations against certain officers of the Company, including Messrs.

Owen, Vasos, Garratt, Sunderland and Wenkoff and Mss.

R.

Taylor and Elliott, and to expand the unjust enrichment claim to include all individual director and officer defendants (the “Individual Defendants”).

The Company and the Individual Defendants intend to seek dismissal of the _Conforti_ action.

| Balance, January 28, 2022 | | 2,347,510 | ​ | $ | 133.62 | ​ | ​ | ​ | ​ | ​ | ​ |

Based on its assessment, management has concluded that our internal control over financial reporting is effective as of February [removed: 3, 2023.][added: 2, 2024.]

We have audited Dollar General Corporation and subsidiaries’ internal control over financial reporting as of February [removed: 3, 2023,] [added: 2, 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Dollar General Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of February [removed: 3, 2023,] [added: 2, 2024,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: 2022] [added: 2023] consolidated financial statements of the Company and our report dated March [removed: 24, 2023,] [added: 25, 2024,] expressed an unqualified opinion thereon.

_(d) Changes in Internal Control Over Financial Reporting._ There have been no changes during the quarter ended February [removed: 3, 2023] [added: 2, 2024] in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) or Rule 15d-15(f)) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

March 25, 2024

March 24, 2023

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTONS][added: INSPECTIONS]

_Insider Trading Arrangements._ During our fiscal quarter ended February 2, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K).

​

_(a)__Amendment to Bylaws._ On March 23, 2023, our Board of Directors approved an amendment and restatement of the Company’s Bylaws, effective March 23, 2023 (as so amended and restated, the “Bylaws”).

Among other things, the amendments to the Bylaws provide that:

| | ● | if a shareholder intends to engage in a solicitation with respect to a nomination pursuant to Section 10 of Article 1 of the Bylaws, the notice to be furnished to the Company by such shareholder must include (i) a statement disclosing the name of each participant in such solicitation (as defined in Schedule 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and (ii) a representation that such shareholder intends to deliver a proxy statement and form of proxy to holders of at least the percentage of our outstanding shares required under Rule 14a-19 under the Exchange Act; |

| --- | --- | --- |

| | ● | if any shareholder provides notice of a proposed nomination for election to our Board of Directors pursuant to Rule 14a-19 under the Exchange Act, such shareholder shall deliver to the Company reasonable evidence that it has met the requirements of Rule 14a-19 under the Exchange Act to be delivered to the Secretary of the Company no later than five business days before the date of the meeting; |

| | ● | if any shareholder provides notice of a proposed nomination for election to the Board of Directors pursuant to Rule 14a-19 under the Exchange Act and subsequently fails to comply with any requirements of Rule 14a-19 under the Exchange Act or any other rules or regulations thereunder, the Company shall disregard any proxies or votes solicited for such nominee; and |

| | ● | any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved for the exclusive use by our Board of Directors. |

In addition, the amendments to the Bylaws require certain additional background information and disclosures as well as other administrative and conforming revisions.

The complete text of the Bylaws, as well as a marked copy of such document illustrating the changes made thereto, are attached hereto as Exhibits 3.2 and 3.2(1).

The foregoing descriptions are summaries only, do not purport to be complete, and are qualified in their entirety by reference to the complete text of the Bylaws which are attached as Exhibit 3.2 and incorporated herein by reference.

_(b)__Consulting Agreement with Mr. Vasos._ As previously announced, our former Chief Executive Officer, Todd Vasos, will retire from employment with the Company effective April 2, 2023.

On March 23, 2023, the Company entered into a Consulting Agreement with Mr. Vasos (the “Consulting Agreement”) pursuant to which Mr. Vasos will provide such consulting services as may be reasonably requested by our Board of Directors or our Chief Executive Officer for a term beginning on April 2, 2023 and terminating at 11:59 p.m.

Central Time on April 2, 2025, unless earlier terminated pursuant to the terms of the Consulting Agreement.

The Consulting Agreement also extends the “Restricted Period” for purposes of the business protection provisions (Sections 16 through 20) of the Employment Agreement by and between the Company and Mr. Vasos, effective June 3, 2021, and as amended

effective November 1, 2022, which provide for various non-disclosure, non-competition, non-solicitation and non-interference obligations, from two years to three years.

The consulting services provided under the Consulting Agreement are intended to satisfy the transition services requirements contemplated by the early retirement provisions of the agreements governing certain stock option and performance share unit awards granted to Mr. Vasos in 2020 and 2021 (the “Equity Award Agreements”).

The continued equity vesting pursuant to the terms of such early retirement provisions in the Equity Award Agreements constitutes consideration for the consulting services to be provided under the Consulting Agreement, and therefore Mr. Vasos will receive no additional compensation for the consulting services.

Mr. Vasos’s service on our Board of Directors is separate from and not subject to the Consulting Agreement, and therefore his fees for such service on the Board of Directors shall be determined under our normal processes and procedures for determining non-employee director compensation.

If Mr. Vasos terminates the Consulting Agreement prior to the end of the minimum consulting periods required by the early retirement provisions in the Equity Award Agreements, it shall constitute noncompliance with the consulting requirements in such early retirement provisions, and any unvested portion of the equity awards under the Equity Award Agreements shall immediately and automatically terminate and be forfeited, and any vested portion of the equity awards that vested following Mr. Vasos’s retirement date shall be subject to clawback as provided in the Equity Award Agreements.

(c) _Matter Pertaining to the Board of Directors_.

On March 22, 2023, William C.

Rhodes, III, communicated to the Board of Directors of the Company his decision not to stand for re-election to the Board of Directors at the Company’s Annual Meeting of Shareholders to be held on May 31, 2023.

Mr. Rhodes’s decision was not related to any disagreement with the Company on any matter relating to its operations, policies or practices.

_(a) Information Regarding Directors and Executive Officers._ The information required by this Item 10 regarding our directors and director nominees is contained under the captions “Who are the nominees this year” and “Are there any family relationships between any of the directors, executive officers or nominees,” in each case under the heading “Proposal 1: Election of Directors” in our definitive Proxy Statement to be filed for our Annual Meeting of Shareholders to be held on May [removed: 31, 2023] [added: 29, 2024] (the [removed: “2023] [added: “2024] Proxy Statement”), which information under such captions is incorporated herein by reference.

[removed: _(b) Compliance] [added: (_b_) _Compliance] with Section 16(a) of the Exchange Act._ Information required by this Item 10 regarding compliance with Section 16(a) of the Exchange Act is contained under the caption “Delinquent Section 16(a) Reports” under the heading “Security Ownership” in the [removed: 2023] [added: 2024] Proxy Statement, which information under such caption is incorporated herein by reference.

[removed: _(e)] [added: _(d)] Audit Committee Information._ The Company has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.

The current members of the audit committee are [removed: William C.][added: Ana M.]

[removed: Chadwick,] [added: Rowland] and Debra A.

Information required by this Item 10 regarding persons determined by our Board of Directors to be audit committee financial experts is contained under the caption “Does an audit committee financial expert serve on the Audit Committee,” under the heading “Corporate Governance” in the [removed: 2023] [added: 2024] Proxy Statement, which information is incorporated herein by reference.

Chadwick, Warren F.

Bryant, David P.

*​*

_(d) Procedures for Shareholders to Recommend Director Nominees._ On March 23, 2023, we amended our Bylaws principally to add procedural and information requirements pursuant to Rule 14a-19 (the “Universal Proxy Rule”) of the Securities Exchange Act of 1934, as amended.

Pursuant to our Bylaws, any notice of a director nomination submitted to us, other than through the “proxy access” provisions set forth in Article I, Section 12 of our Bylaws, must include the additional information required by the Universal Proxy Rule.

See "Item 9B.

Other Information” for additional information.

Rhodes, III, Warren F.

Bryant, Ana M.

The information required by this Item 11 regarding director and executive officer compensation, the Compensation Committee Report, the risks arising from our compensation policies and practices for employees, pay ratio disclosure, and compensation committee interlocks and insider participation is contained under the captions “Director Compensation” and “Executive Compensation” in the [removed: 2023] [added: 2024] Proxy Statement, which information under such captions (but not including information under the “Pay Versus Performance” heading under the caption “Executive Compensation”) is incorporated herein by reference.

_(a) Equity Compensation Plan Information._ The following table sets forth information about securities authorized for issuance under our compensation plans (including individual compensation arrangements) as of February [removed: 3, 2023:][added: 2, 2024:]

_(b) Other Information._ The information required by this Item 12 regarding security ownership of certain beneficial owners and our management is contained under the headings “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Officers and Directors,” in each case under the caption “Security Ownership” in the [removed: 2023] [added: 2024] Proxy Statement, which information under such caption is incorporated herein by reference.

| Equity compensation plans approved by security holders(1) | | 3,043,295 | ​ | $ | 164.21 | | 10,155,069 | ​ |

| Total(1) | | 3,043,295 | ​ | $ | 164.21 | | 10,155,069 | ​ |

| Equity compensation plans approved by security holders(1) | | 3,308,807 | ​ | ​ | 162.58 | | 10,665,844 | ​ |

| Total(1) | | 3,308,807 | ​ | $ | 162.58 | | 10,665,844 | ​ |

The information required by this Item 13 regarding certain relationships and related transactions is contained under the caption “Transactions with Management and Others” in the [removed: 2023] [added: 2024] Proxy Statement, which information under such caption is incorporated herein by reference.

The information required by this Item 13 regarding director independence is contained under the caption “Director Independence” in the [removed: 2023] [added: 2024] Proxy Statement, which information under such caption is incorporated herein by reference.

The information required by this Item 14 regarding fees we paid to our principal accountant and the pre-approval policies and procedures established by the Audit Committee of our Board of Directors is contained under the caption “Fees Paid to Auditors” in the [removed: 2023] [added: 2024] Proxy Statement, which information under such caption is incorporated herein by reference.

| ​ | [Consolidated Balance [removed: Sheets](#BALANCESHEETS_88009)] [added: Sheets](#BALANCESHEETS)] | 44 |

| ​ | [Consolidated Statements of [removed: Income](#STATEMENTSOFINCOME_317344)] [added: Income](#STATEMENTSOFINCOME)] | 45 |

| ​ | [Consolidated Statements of Comprehensive [removed: Income](#COMPREHENSIVEINCOME_803563)] [added: Income](#COMPREHENSIVEINCOME)] | 46 |

| ​ | [Consolidated Statements of Shareholders’ [removed: Equity](#SHAREHOLDERSEQUITY_636150)] [added: Equity](#EQUITY)] | 47 |

| ​ | [Consolidated Statements of Cash [removed: Flows](#CASHFLOWS_532721)] [added: Flows](#CASHFLOWS)] | 48 |

| ​ | [Notes to Consolidated Financial [removed: Statements](#NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS_6)] [added: Statements](#NOTESTOCONSOLIDATEDFINANCIALSTATEMEN)] | 49 |

| 3.2 | ​ | [Amended and Restated Bylaws of Dollar General Corporation (effective March 23, [removed: 2023)](https://www.sec.gov/Archives/edgar/data/29534/000155837023004574/dg-20230203xex3d2.htm)] [added: 2023) (incorporated by reference to Exhibit 3.2 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended February 3, 2023, filed with the SEC on March 24, 2023 (file no. 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000155837023004574/dg-20230203xex3d2.htm)] |

| [removed: 3.2(1)] [added: 97] | ​ | [removed: [Amended and Restated Bylaws of Dollar] [added: [Dollar] General Corporation [removed: (effective March 23, 2023) (redline version of amended sections)](https://www.sec.gov/Archives/edgar/data/29534/000155837023004574/dg-20230203xex3d21.htm)] [added: Amended and Restated Incentive Compensation Recovery Policy*](https://www.sec.gov/Archives/edgar/data/29534/000155837024003813/dg-20240202xex97.htm)] |

| 4.1 | ​ | [Form of 4.250% Senior Notes due 2024 (included in Exhibit [removed: 4.16)] [added: 4.18)] (incorporated by reference to Exhibit 4.1 to Dollar General Corporation’s Current Report on Form 8-K dated September 20, 2022, filed with the SEC on September 20, 2022 (file no. 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465922101622/tm2225937d1_ex4-1.htm) |

| 4.2 | ​ | [Form of 4.150% Senior Notes due 2025 (included in Exhibit [removed: 4.11)] [added: 4.13)] (incorporated by reference to Exhibit 4.1 to Dollar General Corporation’s Current Report on Form 8-K dated October 15, 2015, filed with the SEC on October 20, 2015 (file no. 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000110465915071576/a15-21309_1ex4d1.htm) |

| 4.3 | ​ | [Form of 3.875% Senior Notes due 2027 (included in Exhibit [removed: 4.12)] [added: 4.14)] (incorporated by reference to Exhibit 4.1 to Dollar General Corporation’s Current Report on Form 8-K dated April 11, 2017, filed with the SEC on April 11, 2017 (file no. 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000110465917022879/a17-11061_1ex4d1.htm) |

| 4.4 | ​ | [Form of 4.625% Senior Notes due 2027 (included in Exhibit [removed: 4.17)] [added: 4.19)] (incorporated by reference to Exhibit 4.3 to Dollar General Corporation’s Current Report on Form 8-K dated September 20, 2022, filed with the SEC on September 20, 2022 (file no. 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465922101622/tm2225937d1_ex4-3.htm) |

| 4.5 | ​ | [Form of 4.125% Senior Notes due 2028 (included in Exhibit [removed: 4.13)] [added: 4.15)] (incorporated by reference to Exhibit 4.1 to Dollar General Corporation’s Current Report on Form 8-K dated April 10, 2018, filed with the SEC on April 10, 2018 (file no. 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000110465918023256/a18-9686_1ex4d1.htm) |

| [removed: 4.6] [added: 4.7] | ​ | [Form of 3.500% Senior Notes due 2030 (included in Exhibit [removed: 4.14)] [added: 4.16)] (incorporated by reference to Exhibit 4.1 to Dollar General Corporation’s Current Report on Form 8-K dated April 3, 2020, filed with the SEC on April 3, 2020 (file no. 001-11421))](https://www.sec.gov/Archives/edgar/data/0000029534/000110465920043221/tm2014231d4_ex4-1.htm) |

| [removed: 4.7] [added: 4.8] | ​ | [Form of 5.000% Senior Notes due 2032 (included in Exhibit [removed: 4.18)] [added: 4.20)] (incorporated by reference to Exhibit 4.5 to Dollar General Corporation’s Current Report on Form 8-K dated September 20, 2022, filed with the SEC on September 20, 2022 (file no. 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465922101622/tm2225937d1_ex4-5.htm) |

| [removed: 4.8] [added: 4.10] | ​ | [Form of 4.125% Senior Notes due 2050 (included in Exhibit [removed: 4.15)] [added: 4.17)] (incorporated by reference to Exhibit 4.3 to Dollar General Corporation’s Current Report on Form 8-K dated April 3, 2020, filed with the SEC on April 3, 2020 (file no. 001-11421))](https://www.sec.gov/Archives/edgar/data/0000029534/000110465920043221/tm2014231d4_ex4-3.htm) |

| [removed: 4.9] [added: 4.11] | ​ | [Form of 5.500% Senior Notes due 2052 (included in Exhibit [removed: 4.19)] [added: 4.21)] (incorporated by reference to Exhibit 4.7 to Dollar General Corporation’s Current Report on Form 8-K dated September 20, 2022, filed with the SEC on September 20, 2022 (file no. 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465922101622/tm2225937d1_ex4-7.htm) |

| [removed: 4.10] [added: 4.12] | ​ | [Indenture, dated as of July 12, 2012, between Dollar General Corporation, as issuer, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Dollar General Corporation’s Current Report on Form 8-K dated July 12, 2012, filed with the SEC on July 17, 2012 (file no. 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000104746912007227/a2210217zex-4_1.htm) |

| [removed: 4.11] [added: 4.13] | ​ | [Fifth Supplemental Indenture, dated as of October 20, 2015, between Dollar General Corporation, as issuer, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Dollar General Corporation’s Current Report on Form 8-K dated October 15, 2015, filed with the SEC on October 20, 2015 (file no. 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000110465915071576/a15-21309_1ex4d1.htm) |

| [removed: 4.12] [added: 4.14] | ​ | [Sixth Supplemental Indenture, dated as of April 11, 2017, between Dollar General Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Dollar General Corporation’s Current Report on Form 8-K dated April 11, 2017, filed with the SEC on April 11, 2017 (file no. 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000110465917022879/a17-11061_1ex4d1.htm) |

| [removed: 4.13] [added: 4.15] | ​ | [Seventh Supplemental Indenture, dated as of April 10, 2018, between Dollar General Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Dollar General Corporation’s Current Report on Form 8-K dated April 10, 2018, filed with the SEC on April 10, 2018 (file no. 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000110465918023256/a18-9686_1ex4d1.htm) |

| [removed: 4.14] [added: 4.16] | ​ | [Eighth Supplemental Indenture, dated as of April 3, 2020, between Dollar General Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Dollar General Corporation’s Current Report on Form 8-K dated April 3, 2020, filed with the SEC on April 3, 2020 (file no. 001-11421))](https://www.sec.gov/Archives/edgar/data/0000029534/000110465920043221/tm2014231d4_ex4-1.htm) |

| [removed: 4.15] [added: 4.17] | ​ | [Ninth Supplemental Indenture, dated as of April 3, 2020, between Dollar General Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to Dollar General Corporation’s Current Report on Form 8-K dated April 3, 2020, filed with the SEC on April 3, 2020 (file no. 001-11421))](https://www.sec.gov/Archives/edgar/data/0000029534/000110465920043221/tm2014231d4_ex4-3.htm) |

| [removed: 4.16] [added: 4.18] | ​ | [Tenth Supplemental Indenture, dated as of September 20, 2022, between Dollar General Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Dollar General Corporation’s Current Report on Form 8-K dated September 20, 2022, filed with the SEC on September 20, 2022 (file no. 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465922101622/tm2225937d1_ex4-1.htm) |

| [removed: 4.17] [added: 4.19] | ​ | [Eleventh Supplemental Indenture, dated as of September 20, 2022, between Dollar General Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.3 to Dollar General Corporation’s Current Report on Form 8-K dated September 20, 2022, filed with the SEC on September 20, 2022 (file no. 001-11421)](https://www.sec.gov/Archives/edgar/data/29534/000110465922101622/tm2225937d1_ex4-3.htm)) |

| [removed: 4.18] [added: 4.20] | ​ | [Twelfth Supplemental Indenture, dated as of September 20, 2022, between Dollar General Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.5 to Dollar General Corporation’s Current Report on Form 8-K dated September 20, 2022, filed with the SEC on September 20, 2022 (file no. 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465922101622/tm2225937d1_ex4-5.htm) |

| [removed: 4.19] [added: 4.21] | ​ | [Thirteenth Supplemental Indenture, dated as of September 20, 2022, between Dollar General Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.7 to Dollar General Corporation’s Current Report on Form 8-K dated September 20, 2022, filed with the SEC on September 20, 2022 (file no. 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465922101622/tm2225937d1_ex4-7.htm) |

| [removed: 4.20] [added: 4.24] | ​ | [Amended and Restated Credit Agreement, dated as of December 2, 2021, among Dollar General Corporation, as borrower, Citibank, N.A., as administrative agent, and the other credit parties and lenders party thereto (incorporated by reference to Exhibit 4.1 to Dollar General Corporation’s Current Report on Form 8-K dated December 2, 2021, filed with the SEC on December 3, 2021 (file no. 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465921146404/tm2134517d1_ex4-1.htm) |

| [removed: 4.21] [added: 4.25] | ​ | [Amendment No. 1 to the Credit Agreement, dated as of January 31, 2023, among Dollar General Corporation, as borrower, Citibank N.A., as administrative agent, and the other credit parties and lenders party thereto (incorporated by reference to Exhibit 4.2 to Dollar General Corporation’s Current Report on Form 8-K dated January 31, 2023, filed with the SEC on February 1, 2023 (file no. 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465923009322/tm235012d1_ex4-2.htm) |

| [removed: 4.22] [added: 4.26] | ​ | [removed: [364-Day] [added: [Amendment No. 2 to the] Credit Agreement, dated [removed: as of January 31, 2023, by and] [added: February 13, 2024,] among Dollar General Corporation, as borrower, [removed: Citibank,] [added: Citibank] N.A., as administrative agent, and the other credit parties and lenders party thereto (incorporated by reference to Exhibit 4.3 to Dollar General Corporation’s Current Report on Form 8-K dated [removed: January 31, 2023,] [added: February 13, 2024,] filed with the SEC on February [removed: 1, 2023] [added: 14, 2024] (file no. [removed: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465923009322/tm235012d1_ex4-3.htm)] [added: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465924023979/tm246105d1_ex4-3.htm)] |

| [removed: 4.23] [added: 4.27] | ​ | [Material terms of outstanding securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, as required by Item 202(a)-(d) and (f) of Regulation S-K (incorporated by reference to Exhibit 4.15 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended January 28, 2022, filed with the SEC on March 18, 2022 (file no. 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex4d15.htm) |

| [removed: 10.3] [added: 10.5] | ​ | [Form of Stock Option Award Agreement (approved March [removed: 20, 2012)] [added: 22, 2017)] for annual awards beginning March [removed: 2012] [added: 2017] and prior to March [removed: 2015] [added: 2018] to certain employees of Dollar General Corporation pursuant to the [added: Dollar General Corporation] Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.1] [added: 10.7] to Dollar General Corporation’s [removed: Current] [added: Annual] Report on Form [removed: 8-K dated March 20, 2012,] [added: 10-K for the fiscal year ended February 3, 2017,] filed with the SEC on March [removed: 26, 2012] [added: 24, 2017] (file no. [removed: 001-11421))*](http://www.sec.gov/Archives/edgar/data/29534/000110465912021011/a12-7912_1ex10d1.htm)] [added: 001-11421))*](http://www.sec.gov/Archives/edgar/data/29534/000155837017002116/dg-20170203ex107475c59.htm)] |

| [removed: 10.4] [added: 10.3] | ​ | [Form of Stock Option Award Agreement (approved August 26, 2014) for annual awards beginning March 2015 and prior to March 2016 to certain employees of Dollar General Corporation pursuant to the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2014, filed with the SEC on December 4, 2014 (file no. 001-11421))*](http://www.sec.gov/Archives/edgar/data/29534/000110465914084786/a14-21036_1ex10d2.htm) |

| [removed: 10.5] [added: 10.4] | ​ | [Form of Stock Option Award Agreement (approved March 16, 2016) for annual awards beginning March 2016 and prior to March 2017 to certain employees of Dollar General Corporation pursuant to the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended January 29, 2016, filed with the SEC on March 22, 2016 (file no. 001-11421))*](http://www.sec.gov/Archives/edgar/data/29534/000104746916011420/a2227409zex-10_5.htm) |

| 10.6 | ​ | [Form of Stock Option Award Agreement (approved March [removed: 22, 2017)] [added: 21, 2018)] for annual awards beginning March [removed: 2017] [added: 2018] and prior to March [removed: 2018] [added: 2021] to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended February [removed: 3, 2017,] [added: 2, 2018,] filed with the SEC on March [removed: 24, 2017] [added: 23, 2018] (file no. [removed: 001-11421))*](http://www.sec.gov/Archives/edgar/data/29534/000155837017002116/dg-20170203ex107475c59.htm)] [added: 001-11421))*](http://www.sec.gov/Archives/edgar/data/29534/000155837018002366/dg-20180202ex107e0777c.htm)] |

| 10.7 | ​ | [Form of Stock Option Award Agreement (approved March [removed: 21, 2018)] [added: 16, 2021)] for annual awards beginning March [removed: 2018] [added: 2021] and prior to March [removed: 2021] [added: 2022] to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended [removed: February 2, 2018,] [added: January 29, 2021,] filed with the SEC on March [removed: 23, 2018] [added: 19, 2021] (file no. [removed: 001-11421))*](http://www.sec.gov/Archives/edgar/data/29534/000155837018002366/dg-20180202ex107e0777c.htm)] [added: 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000155837021003245/dg-20210129xex10d7.htm)] |

| 10.8 | ​ | [Form of Stock Option Award Agreement (approved March [removed: 16, 2021)] [added: 15, 2022)] for annual awards beginning March [removed: 2021] [added: 2022] and prior to March [removed: 2022] [added: 2024] to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation [removed: Amended and Restated 2007] [added: 2021] Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.7] [added: 10.9] to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended January [removed: 29, 2021,] [added: 28, 2022,] filed with the SEC on March [removed: 19, 2021] [added: 18, 2022] (file no. [removed: 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000155837021003245/dg-20210129xex10d7.htm)] [added: 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex10d9.htm)] |

| [removed: 10.9] [added: 10.22] | ​ | [Form of [added: Restricted] Stock [removed: Option] [added: Unit] Award Agreement (approved March 15, 2022) for [removed: annual] awards beginning March 2022 [added: and prior] to [added: March 2024 to] certain employees of Dollar General Corporation pursuant to the Dollar General Corporation 2021 Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.9] [added: 10.22] to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended January 28, 2022, filed with the SEC on March 18, 2022 (file no. [removed: 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex10d9.htm)] [added: 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex10d22.htm)] |

| 10.10 | ​ | [Form of Stock Option Award Agreement (approved [removed: August 26, 2014)] [added: May 24, 2016)] for awards beginning [removed: December 2014] [added: May 2016] and prior to [removed: May 2016] [added: March 2017] to certain newly hired and promoted employees of Dollar General Corporation pursuant to the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended [removed: October 31, 2014,] [added: April 29, 2016,] filed with the SEC on [removed: December 4, 2014] [added: May 26, 2016] (file no. [removed: 001-11421))*](http://www.sec.gov/Archives/edgar/data/29534/000110465914084786/a14-21036_1ex10d3.htm)] [added: 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000110465916123482/a16-8226_1ex10d3.htm)] |

| [removed: 10.11] [added: 10.12] | ​ | [Form of Stock Option Award Agreement (approved [removed: May 24, 2016)] [added: December 5, 2017)] for awards beginning [removed: May 2016] [added: December 2017] and prior to March [removed: 2017] [added: 2021] to certain newly hired and promoted employees of Dollar General Corporation pursuant to the [added: Dollar General Corporation] Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.3] [added: 10.2] to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended [removed: April 29, 2016,] [added: November 3, 2017,] filed with the SEC on [removed: May 26, 2016] [added: December 7, 2017] (file no. [removed: 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000110465916123482/a16-8226_1ex10d3.htm)] [added: 001-11421))*](https://www.sec.gov/Archives/edgar/data/0000029534/000155837017009219/dg-20171103ex102495c98.htm)] |

| (c) | Exhibits: See Exhibit Index below. | ​ |

| 4.22 | ​ | [Fourteenth Supplemental Indenture, dated as of June 7, 2023, between Dollar General Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Dollar General Corporation’s Current Report on Form 8-K dated June 5, 2023, filed with the SEC on June 7, 2023 (file no. 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465923068957/tm2317629d7_ex4-1.htm) |

| 4.23 | ​ | [Fifteenth Supplemental Indenture, dated as of June 7, 2023, between Dollar General Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by refence to Exhibit 4.3 to Dollar General Corporation’s Current Report on Form 8-K dated June 5, 2023, filed with the SEC on June 7, 2023 (file no. 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465923068957/tm2317629d7_ex4-3.htm) |

| 10.9 | ​ | [Form of Stock Option Award Agreement (approved March 21, 2024) for annual awards beginning March 2024 to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation 2021 Stock Incentive Plan*](https://www.sec.gov/Archives/edgar/data/29534/000155837024003813/dg-20240202xex10d9.htm) |

| 10.16 | ​ | [Form of Stock Option Award Agreement (approved March 21, 2024) for awards beginning March 2024 to certain newly hired and promoted employees of Dollar General Corporation pursuant to the Dollar General Corporation 2021 Stock Incentive Plan*](https://www.sec.gov/Archives/edgar/data/29534/000155837024003813/dg-20240202xex10d16.htm) |

| 10.20 | ​ | [Form of Performance Share Unit Award Agreement (approved March 21, 2024) for awards beginning March 2024 to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation 2021 Stock Incentive Plan*](https://www.sec.gov/Archives/edgar/data/29534/000155837024003813/dg-20240202xex10d20.htm) |

| 10.23 | ​ | [Form of Restricted Stock Unit Award Agreement (approved March 21, 2024) for awards beginning March 2024 to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation 2021 Stock Incentive Plan*](https://www.sec.gov/Archives/edgar/data/29534/000155837024003813/dg-20240202xex10d23.htm) |

| --- | --- | --- |

| (c) | Exhibits: | ​ |

| 10.35 | ​ | [Form of Stock Option Award Agreement for awards to non-employee directors of Dollar General Corporation pursuant to the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.16 to Dollar General Corporation’s Registration Statement on Form S-1 (file no. 333-161464))](http://www.sec.gov/Archives/edgar/data/29534/000104746909009380/a2195090zex-10_16.htm) |

| 10.49 | ​ | [Consulting Agreement by and between Dollar General Corporation and Todd J. Vasos, effective April 2, 2023](https://www.sec.gov/Archives/edgar/data/29534/000155837023004574/dg-20230203xex10d49.htm) |

| 10.51 | ​ | [Form of Performance Share Unit Award Agreement between Dollar General Corporation and Todd J. Vasos (approved March 17, 2020) for March 17, 2020 award (incorporated by reference to Exhibit 10.39 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended January 31, 2020, filed with the SEC on March 19, 2020 (file no. 001-11421))*](https://www.sec.gov/Archives/edgar/data/0000029534/000155837020002915/ex-10d39.htm) |

| 10.53 | ​ | [Form of Performance Share Unit Award Agreement between Dollar General Corporation and Todd J. Vasos (approved March 16, 2021) for March 16, 2021 award (incorporated by reference to Exhibit 10.43 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended January 29, 2021, filed with the SEC on March 19, 2021 (file no. 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000155837021003245/dg-20210129xex10d43.htm) |

| 10.57 | ​ | [Form of Senior Vice President Employment Agreement with attached Schedule of Senior Vice President-level Executive Officers who have executed an employment agreement in the form of Senior Vice President Employment Agreement (incorporated by reference to Exhibit 10.2 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2021, filed with the SEC on May 27, 2021 (file no. 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000155837021007762/dg-20210430xex10d2.htm) |

| 10.59 | ​ | [Amended Schedule of Executive Officers who have executed an employment agreement in the form of Executive Vice President Employment Agreement filed as Exhibit 10.58 (incorporated by reference to Exhibit 10.1 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 30, 2020, filed with the SEC on December 3, 2020 (file no. 001-11421))*](https://www.sec.gov/Archives/edgar/data/0000029534/000155837020014156/dg-20201030xex10d1.htm) |

We, the undersigned directors and officers of the registrant, hereby severally constitute [removed: Jeffery C.][added: Todd J.]

[removed: Garratt] [added: Dilts] and Anita C.

| /s/ [removed: Jeffery C. Owen] [added: Todd J. Vasos] | ​ | Chief Executive Officer & Director | ​ | March [removed: 24, 2023] [added: 25, 2024] |

| [removed: JEFFERY C. OWEN] [added: TODD J. VASOS] | ​ | (Principal Executive Officer) | ​ | ​ |

| [removed: JOHN W. GARRATT] [added: KELLY M. DILTS] | ​ | (Principal Financial Officer) | ​ | ​ |

| /s/ Anita C. Elliott | ​ | Senior Vice President & Chief Accounting Officer | ​ | March [removed: 24, 2023] [added: 25, 2024] |

| /s/ Warren F. Bryant | ​ | Director | ​ | March [removed: 24, 2023] [added: 25, 2024] |

| /s/ Michael M. Calbert | ​ | Director | ​ | March [removed: 24, 2023] [added: 25, 2024] |

| /s/ Ana M. Chadwick | ​ | Director | ​ | March [removed: 24, 2023] [added: 25, 2024] |

| /s/ Patricia D. Fili-Krushel | ​ | Director | ​ | March 22, [removed: 2023] [added: 2024] |

| /s/ Timothy I. McGuire | ​ | Director | ​ | March [removed: 24, 2023] [added: 25, 2024] |

| /s/ Debra A. Sandler | ​ | Director | ​ | March [removed: 24, 2023] [added: 25, 2024] |

| /s/ Ralph E. Santana | ​ | Director | ​ | March [removed: 24, 2023] [added: 25, 2024] |

| [added: Date: March 25, 2024 | By: |] /s/ Todd J. Vasos | [removed: ​ | Director | ​ | March 24, 2023 |]

| [removed: TODD J. VASOS |] ​ | ​ | [removed: ​ | ​] [added: Todd J. Vasos,] |

Vasos, Kelly M.

| /s/ Kelly M. Dilts | ​ | Executive Vice President & Chief Financial Officer | ​ | March 25, 2024 |

| /s/ David P. Rowland | ​ | Director | ​ | March 25, 2024 |

| DAVID P. ROWLAND | ​ | ​ | ​ | ​ |

| Date: March 24, 2023 | By: | /s/ Jeffery C. Owen |

| ​ | ​ | Jeffery C. Owen, |

Owen, John W.

| ​ | ​ | ​ | ​ | ​ |

| /s/ John W. Garratt | ​ | President & Chief Financial Officer | ​ | March 24, 2023 |

| /s/ William C. Rhodes, III | ​ | Director | ​ | March 24, 2023 |

| WILLIAM C. RHODES, III | ​ | ​ | ​ | ​ |