Dollar General (DG) 10-K risk factor changes: FY2024 vs FY2023

Economic factors may reduce our customers’ [added: confidence and] spending, impair our ability to execute our strategies and initiatives, and increase our costs and expenses, which could result in materially decreased sales and/or profitability.

Any factor that could adversely affect their disposable income could decrease our customers’ [added: confidence and] spending or cause them to shift their spending to our lower margin product choices, which could result in materially decreased sales and/or profitability.

Factors that could 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; [removed: pandemics (such as the COVID-19 pandemic);] [added: pandemics;] higher fuel, energy, healthcare, housing and product costs; higher interest rates, consumer debt levels, and tax rates; lack of available credit; tax law changes that negatively affect credits and refunds; and decreases in, or elimination of, government assistance programs or subsidies such as unemployment and food/nutrition assistance programs, student loan repayment forgiveness and economic stimulus payments.

Many of the economic factors listed above, as well as commodity rates; transportation, lease and insurance costs; wage rates (including the [removed: heightened] possibility of increased 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 [removed: tariffs);] [added: tariffs, some of which have been announced and are expected to begin in 2025);] 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 [added: and building] 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.

[removed: Inflation] [added: While accelerating levels of inflation] in the United States [removed: rose significantly in 2022, primarily believed to be the result of the economic impacts from the COVID-19 pandemic, and although it] moderated in [removed: 2023, it] [added: 2023 and 2024, inflation] remains elevated in certain areas, including food.

If food (and in particular, “food at home”) inflation [removed: continues to increase,] [added: accelerates again,] we may not be able to adjust prices sufficiently to offset the effect without negatively impacting customer demand or our [added: overall] 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, [added: mature stores and store remodels (including Project Elevate),] international expansion, store formats and [removed: concepts,] [added: concepts (including pOpshelf),] digital, marketing, 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 [removed: when tested successfully, and is dependent on consistency of training and]

[added: when tested successfully, and is dependent on a number of factors such as consistency of training and] execution, workforce stability, ease of execution and scalability, [added: and] customer adoption, [removed: and] [added: as well as] the absence of offsetting factors that can influence results adversely.

The number and diverse geographic locations of our stores and distribution centers and our decentralized [added: day-to-day] field management also contribute to the challenging nature of these factors.

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

Despite these initiatives, our sales mix continued to shift from non-consumables toward consumables in [removed: 2023,] [added: 2024,] and our consumables sales as a percentage of total sales is currently at historical highs.

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 [added: (which may, in turn, depend upon the success of our various digital initiatives)] that deliver consistent, predictable and beneficial returns on advertising spending 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 experience (including but not limited to various modes of shopping, including online [removed: alternatives),] [added: alternatives and delivery),] promotional activity, employees, and market share.

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

In addition, if our competitors or others were to enter our industry [added: sector] 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.

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

If we cannot timely and cost-effectively execute our real estate projects and [added: timely] meet our financial expectations, or if we do not anticipate or successfully address the challenges imposed by our expansion, including into new countries or domestic markets, states, or urban or suburban areas, it could materially impede our planned future growth and our profitability.

Our ability to timely [added: and profitably] open, relocate and remodel [removed: profitable] stores and expand into additional market areas is a key component of our planned future growth and may depend in part on: the availability of suitable store locations and capital funding; the absence of entitlement process, permitting or occupancy delays, including zoning restrictions and moratoria on small box discount retail development such as those passed by certain local governments in areas where we operate or seek to operate; supply chain volatility resulting in delivery delays, and in some cases, lack of availability of store equipment, building materials, and store merchandise for resale; the ability to negotiate acceptable lease and development terms (for example, [added: interest rates,] real estate development requirements and cost of building materials and labor), to cost-effectively hire and train qualified new personnel, especially store managers, and to identify and accurately assess sufficient customer demand; and general economic conditions.

While we continued to experience certain of these factors at heightened levels in [removed: 2023,] [added: 2024,] 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.

[removed: Both] [added: Despite] inflation [added: moderation] and [removed: higher] [added: some recent declines in] interest [added: rates, both inflation and interest] rates [removed: have] [added: remain at elevated levels, which] significantly [removed: increased] [added: increases our] new store opening costs and occupancy costs, [removed: which have negatively impacted our projected] [added: pressuring] new store returns and [removed: influenced] [added: influencing] our [removed: 2024] new store growth plans.

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

These factors [added: and other factors not currently contemplated] may cause our new stores to be less profitable than stores in our existing markets, which could slow future growth in these [removed: areas.][added: areas or cause one or more of our concepts to be unsuccessful.]

During [removed: 2023,] [added: 2024,] our inventory shrink and damages [removed: results] [added: levels] remained significantly elevated and materially impacted our results.

Our inventory balance represented approximately [removed: 49%] [added: 47%] of our total assets exclusive of goodwill, operating lease assets, and other intangible assets as of [removed: February 2, 2024.][added: January 31, 2025.]

[added: 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 results, increases the risk of inventory shrinkage or damages or impacts store standards.

If we do not accurately predict customer trends, spending levels, or price sensitivity, we may have to take unanticipated [added: or greater-than-anticipated] markdowns to dispose of the excess inventory, which also can adversely affect our financial results.

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

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, [removed: regulations] [added: regulations, standards,] and [removed: standards] [added: related reporting requirements] 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 [removed: 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: Design] [added: A system breach or failure, design] defects, damage to, or interruption to these systems may require a significant investment to repair or replace, disrupt our operations and affect our ability to meet business and reporting requirements, result in the loss or corruption of critical data, and harm our reputation, all of which could materially and adversely affect our business or results of operations.

In addition, costs and delays for any reason associated with the implementation of new or upgraded systems and technology, including [removed: the] [added: our current] migration of applications to the cloud, [removed: modernizing] [added: modernization] of legacy systems [removed: or] [added: (including] our [removed: current] [added: Finance and Human Resources enterprise resource planning system) and] 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 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.

[removed: Any disruption, unanticipated or unusual expense or operational failure related to this process (including, without limitation, inventory receipt and delivery delays; 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 which can be exacerbated by unexpected delays in acquiring additional temporary warehouse space sufficient for our inventory needs; a decrease in transportation capacity for overseas shipments or port closures; labor shortages; or work stoppages or slowdowns) could negatively impact sales and profits.

[added: 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.

We maintain a network of distribution facilities and [removed: are moving forward with plans] [added: expect] to build or lease new facilities (including temperature-controlled distribution centers) to support our growth objectives and strategic initiatives.

In [removed: 2023,] [added: 2024,] our two largest suppliers accounted for approximately [removed: 10%] [added: 11%] and 8% respectively, of our purchases.

If one or more of our current sources of supply became [removed: unavailable,] [added: unavailable or no longer offered us acceptable pricing terms,] we believe we generally would be able to obtain alternative sources, but it could increase our merchandise costs and supply chain lead time and expenses, result in a temporary reduction in store inventory levels, and reduce the selection and quality of our merchandise.

We directly imported approximately 4% of our purchases (measured at cost) in [removed: 2023,] [added: 2024,] 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 China, the conflict between Russia and Ukraine and the conflict in the Middle East), currency fluctuations, [added: tariffs and duties,] 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.

In addition, the United States’ foreign trade policies, [removed: duties (which increased on certain products imported from China and Southeast Asian countries in 2023),] [added: duties,] tariffs and other impositions on imported goods, trade sanctions imposed on certain countries (particularly China) and entities, import limitations on certain types of goods or [removed: of] goods containing certain materials [removed: from other countries] and other factors relating to foreign [removed: trade and] [added: trade, including but not limited to] port labor [removed: agreements] [added: agreements,] are beyond our control.

The occurrence of one or more natural disasters, such as [removed: hurricanes,] [added: hurricanes (such as those occurring in the third quarter of 2024),] fires, floods, tornadoes and earthquakes, unusual or extreme weather conditions, pandemic outbreaks or other health [removed: crises (for example, the COVID-19 pandemic),] [added: crises,] political or civil unrest, acts of war, violence or terrorism (including within our stores, distribution centers or other Company property), or disruptive global political events (for example, the political tensions involving China, the conflict between Russia and Ukraine and the conflict in the Middle East) or similar disruptions could adversely affect our business, financial performance and reputation.

For example, in the fourth quarter of 2024, we recorded a significant impairment expense, the majority of which relates to pOpshelf stores.

We recently announced our plans to close 45 pOpshelf stores and convert an additional six to Dollar General stores in the first quarter of 2025, as well as our incurring of significant impairment charges, the majority of which relate to the pOpshelf stores.

Although we are taking focused action in 2025 to improve the performance of pOpshelf stores, there can be no assurances that our efforts will be successful.

In addition, sustained high rates of inventory shrink at certain stores have contributed, and may continue to contribute, to the closure of certain stores and the impairment of long-term assets.

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 materially disrupt our operations.

Additionally, costs of securing our systems against failure or attack continue to rise.

There are also risks associated with our continued integration of artificial intelligence and machine learning within our technology systems.

Any disruption, unanticipated or unusual expense or operational failure related to this process (including, without limitation, inventory receipt and delivery delays; increases in fuel costs; increases in transportation costs, including increased import freight costs, carrier or driver

Duties increased on certain products imported from China and Southeast Asian countries in 2024, and

the current U.S. administration has imposed tariffs and could further significantly increase tariffs on goods from China, Mexico, Canada and other countries.

These events also could affect consumer shopping patterns or prevent customers from reaching our stores, which could lead to lost sales and higher markdowns, or result in increases in fuel or other energy prices, fuel

Significant changes in actuarial

In addition, we may face criticism as a result of either “anti-ESG” or “pro-ESG” sentiment among governmental authorities, regulators, shareholders, employees and/or customers.

below seasonal norms or our expectations, it could result in unanticipated markdowns.

We rely on third parties in many aspects of our business, which creates additional risk.

Due to the scale and scope of our business, we must rely on relationships with third parties, including our suppliers, distributors, landlords, contractors, and external business partners.

If we are unable to effectively manage our third-party relationships and the agreements under which our third-party partners operate, our results of operations and cash flows could be adversely impacted.

Further, failure of these third parties to meet their obligations to us or substantial disruptions in the relationships between us and these third parties could adversely impact our operations and financial results.

Additionally, while we have policies and procedures for managing these relationships, they inherently involve a lesser degree of control over business operations, governance and compliance, thereby potentially increasing our financial, legal, reputational and operational risk.

In addition, our credit agreement requires us to maintain a minimum fixed charge coverage ratio and maximum leverage ratio, as well as a number of customary affirmative and negative covenants.

We recently amended our credit agreement, increasing the maximum leverage ratio covenant and decreasing the minimum fixed charge ratio covenant until January 30, 2026, or earlier at our option upon achieving certain financial covenant milestones.

While we were in compliance with these covenants as of January 31, 2025, our future ability to comply with these covenants may be affected by events beyond our control.

If we breach any of these covenants and do not obtain a waiver from the lenders, then subject to applicable cure period, our ability to borrow under our credit agreement could be impacted.

The price of our common stock is subject to market and other factors, including our failure to meet market expectations for our performance, and may be volatile.

The market price of our common stock may fluctuate significantly in response to a number of factors.

These factors, some of which are beyond our control and some of which have occurred in the past few years, include

the perceived prospects and actual results of operations of our business, as well any failure to achieve projected results; changes in estimates of our results of operations by analysts, investors or us, as well as our guidance not aligning with market expectations; trading activity by our large shareholders; trading activity by sophisticated algorithms; performance results of our competitors; actions, news or announcements by us, our competitors, and other third parties; litigation and judicial decisions; legislative or regulatory actions or changes; and changes in general economic or market conditions.

In addition, the stock market in general has from time to time experienced extreme price and volume fluctuations, and these market fluctuations could reduce the market price of our common stock for reasons unrelated to our operating performance.

Further, states may enact conflicting laws, mandating changes in operations that negatively impact our ability to execute uniformly and achieve economies of scale across states.

There is also uncertainty surrounding potential changes to the regulatory environment (including, but not limited to, personnel changes at regulatory agencies) in the United States.

For example, potential efforts to reform federal government processes and reduce expenditures, as well as pressures on and uncertainty surrounding the U.S. federal government’s budget and political changes in budgeting priorities could adversely affect the funding for individual programs, including government programs, upon which our customers depend.

Executive orders covering immigration, artificial intelligence, and workforce policies and practices, if implemented, may also impact us.

Potential regulatory changes related to tax, trade, and economic and monetary policy, among other potential changes, could adversely impact the global economy and our operating results.

The success of our self-checkout option in our 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 self-checkout and our ability to gain cost efficiencies and control shrink levels from self-checkout.

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.

If we fail to anticipate or respond

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 2023, we invested approximately $150 million in retail labor, primarily through labor hours, to further enhance our store standards, including on-shelf availability, and our compliance efforts as well as the customer and employee experience in our stores.

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

There continues to be market uncertainty, which could result in further increases in our cost of borrowing.

We are the largest discount retailer in the United States by number of stores, with [removed: 20,022] [added: 20,662] stores located in 48 U.S. states and Mexico as of [removed: March 1, 2024,] [added: February 28, 2025,] with the greatest concentration of stores in the southern, southwestern, midwestern and eastern United States.

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

[removed: Additionally, our] [added: Our] customers continue to [added: feel constrained in the current macroeconomic environment and to] experience [removed: higher] [added: elevated] 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).][added: food), which we expect will continue to pressure our customers’ spending overall and particularly in our non-consumables categories.]

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

These priorities include: 1) driving profitable sales growth, 2) capturing growth opportunities, 3) enhancing our position as a low-cost operator, and 4) investing in [removed: our diverse teams through development, empowerment] [added: the growth] and [removed: inclusion.][added: development of our teams.]

Historically, sales in our consumables category, which tend to have lower gross margins, have been the key drivers of net sales and customer traffic, while sales in our non-consumables categories, which tend to have higher gross margins, have [removed: contributed to] [added: been the key drivers of] more profitable sales growth and [removed: an increase in] average transaction amount.

Our sales mix has continued to shift toward [removed: consumables and is] [added: consumables, which] currently [removed: at historic][added: constitutes a historically high proportion of our sales mix.]

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

At the end of [removed: 2023,] [added: 2024,] we operated [removed: 216] [added: 231] standalone pOpshelf [removed: locations.][added: stores.]

In [removed: 2023,] [added: 2024,] we opened a total of [removed: 987] [added: 725] new stores, including [removed: our first three] [added: five] stores in Mexico, remodeled [removed: 2,007] [added: 1,621] stores, and relocated [removed: 129] [added: 85] stores.

In [removed: fiscal 2024,] [added: 2025,] we plan to open approximately [removed: 800 new stores (including any] [added: 575] new [removed: pOpshelf] stores [removed: or] [added: (as well as up to 15] stores in Mexico), [added: fully] remodel approximately [removed: 1,500 stores,] [added: 2,000 stores through Project Renovate, partially remodel 2,250 stores through Project Elevate,] and relocate approximately [removed: 85] [added: 45] stores, for a total of [removed: 2,385] [added: 4,885] real estate projects.

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

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

We [removed: have established a position as a low-cost operator,] [added: are] always seeking ways to reduce or control costs that do not affect our customers’ shopping experiences.

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

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

While [removed: we believe] the overall growth rate of inflation [removed: has moderated,] [added: moderated over the second half of 2024,] we [removed: expect some] [added: believe ongoing] inflationary pressures [removed: will] [added: could] continue to affect our operating results and our vendors and customers.

[removed: Further, both] [added: 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 [added: plan to] grow our store base significantly in [removed: 2024,] [added: 2025,] these increased costs have negatively impacted our projected new store returns and influenced our [removed: 2024] new store growth plans.

Our [removed: diverse] teams are a competitive advantage, and we proactively seek ways to continue investing in their development.

Our goal is to create an environment that attracts, develops, and retains talented personnel, particularly at the store manager level, [removed: because] [added: as] employees who are promoted from within our company generally have longer tenures and are greater contributors to improvements in our financial performance.

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

To further enhance shareholder returns, we [removed: have continued to] pay [added: a] quarterly cash [removed: dividends.][added: dividend.]

As planned, to preserve our investment grade credit rating and maintain financial flexibility, we did not repurchase any shares during [removed: 2023] [added: 2024] under our share repurchase program and do not plan to repurchase shares during [removed: 2024.][added: 2025.]

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: 2023] [added: 2024] as compared to [removed: 2022.][added: 2023.]

| | ● | Net sales in [removed: 2023] [added: 2024] increased [removed: 2.2%.] [added: 5.0%.] Sales in same-stores increased [removed: 0.2%,] [added: 1.4%,] primarily due to an increase in customer traffic. Average sales per square foot in [added: 2024 and] 2023 were [removed: $264.] [added: $263 and $264, respectively.] |

| | ● | The gross profit rate decreased by [removed: 94] [added: 70] basis points due primarily to increased [removed: shrink and] inventory [removed: markdowns] [added: markdowns, a greater proportion of sales coming from the consumables category] and [removed: lower] [added: increased] inventory [removed: markups.] [added: damages.] |

| | ● | SG&A as a percentage of sales increased by [removed: 153] [added: 140] basis points primarily due to [removed: increases in retail labor including the $150] [added: impairment charges totaling $214.2] million [removed: retail labor investment,] [added: related to the] store [removed: occupancy costs,] [added: portfolio optimization review] and [added: increases in retail labor,] depreciation and [removed: amortization.] [added: amortization and store occupancy costs.] |

| | ● | Operating profit decreased [removed: 26.5%] [added: 29.9%] to [removed: $2.45] [added: $1.71] billion in [removed: 2023] [added: 2024] compared to [removed: $3.33] [added: $2.45] billion in [removed: 2022.] [added: 2023.] |

[removed: | | ● |] Interest [removed: expense] [added: expense, net] increased [removed: by] $115.5 million [added: to $326.8 million] in 2023 [added: compared to 2022,] primarily due to higher [removed: average] [added: outstanding] borrowings and higher interest rates. [removed: |]

| | ● | The change in the effective income tax rate to [removed: 21.6%] [added: 21.8%] in [removed: 2023] [added: 2024] from [removed: 22.5%] [added: 21.6%] in [removed: 2022] [added: 2023] was primarily due to [added: a higher state effective tax rate and a decreased benefit from stock-based compensation partially offset by] the effect of certain rate-impacting items [removed: (such as federal tax credits)] on lower earnings before taxes [removed: and a lower state effective rate resulting from increased recognition of state tax credits] compared to [removed: 2022.] [added: 2023.] |

| | ● | We reported net income of [removed: $1.66] [added: $1.13] billion, or [removed: $7.55] [added: $5.11] per diluted share, for [removed: 2023] [added: 2024] compared to 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.] |

[removed: | | ● | We generated approximately $2.4 billion of cash] [added: Cash] flows from operating activities [added: were $2.4 billion] in 2023, [removed: an] [added: which represents a $407.2 million] increase [removed: of 20.5%] compared to 2022. [removed: |]

| | ● | Inventory turnover was [removed: 3.7] [added: 4.1] times, and inventories decreased [removed: 1.1%] [added: 6.9%] on a per store basis compared to [removed: 2022.] [added: 2023.] |

_Accounting Periods._ The following text contains references to years [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] which represent fiscal years ended [added: January 31, 2025,] February 2, 2024, [added: and] February 3, 2023, [removed: and January 28, 2022,] respectively.

Fiscal years [removed: 2023] [added: 2024] and [removed: 2021] [added: 2023] were 52-week accounting periods and fiscal year 2022 was a 53-week accounting period.

The following table contains results of operations data for fiscal years [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] and the dollar and percentage variances among those years.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [removed: 2023] [added: ​ | 2024] vs. [removed: 2022] [added: 2023] | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | | ​ |

| (amounts in millions, except | [added: ​] | [added: |] ​ | ​ | | ​ | ​ | | ​ | ​ | | Amount | | | % | | Amount | | | % | ​ |

| per share amounts) | ​ | [removed: 2023] [added: ​] | [added: 2024] | [added: |] ​ | [removed: 2022] [added: 2023] | | ​ | [removed: 2021] [added: 2022] | | ​ | Change | | ​ | Change | | Change | | ​ | Change | ​ |

| Net sales by category: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [added: ​ |]

This pressure contributed to a heavier promotional environment in the second half of 2024 compared to the prior year, and we expect a promotional environment in 2025 similar to that in 2024.

transportation efficiencies, private brands penetration and global sourcing.

Throughout 2024, we continued to experience significant levels of inventory shrink and damages.

While we anticipate that both shrink and damages will remain elevated in 2025, particularly when compared to fiscal years immediately preceding fiscal year 2023, we continue to take actions designed to reduce their impact and believe we will make progress in reducing our shrink and damages levels in 2025.

We remain focused on enhancing both the in-store and digital shopping experience, while driving operational efficiency.

Our partnership with a third-party delivery service is available in the majority of our stores, providing added convenience and incremental sales.

Additionally, in September 2024, we partnered with the same third-party provider to fully execute a same-day home delivery offering through our DG app and website in a limited number of stores.

We believe we can significantly expand this offering to additional stores in 2025.

Furthermore, we believe these efforts will contribute to the continued to growth of our DG Media Network, our platform that connects brand partners with our customers.

In 2025, we are expanding our efforts to improve the performance and profitability of our mature stores through the rollout of an incremental remodel program, Project Elevate.

This partial-remodel initiative is designed to refresh and optimize the merchandising in our stores, and in turn, enhance the shopping experience for our customers, while also mitigating future repairs and maintenance expense.

Project Elevate remodels are incremental to our full-remodel program, Project Renovate.

During the fourth quarter of 2024, we initiated a store portfolio optimization review of our Dollar General and pOpshelf bannered stores, which involved identifying stores for closure or re-bannering based on an evaluation of individual store performance, expected future performance, and operating conditions, among other factors.

As a result of this review, we plan to close 96 Dollar General stores and 45 pOpshelf stores, and convert an additional six pOpshelf stores to Dollar General stores in the first quarter of 2025.

See Note 12 to the consolidated financial statements for more detail on the store portfolio optimization, impairment and related charges.

In light of the softer discretionary sales environment, we previously converted certain pOpshelf stores to Dollar General stores, and do not believe opening new stores in 2025 is a prudent use of capital.

Following the completion of the pOpshelf store closures and conversions discussed above, we will operate 180 pOpshelf stores.

In addition, we recorded a significant impairment expense to reflect the updated fair value of pOpshelf assets.

We are taking focused action in 2025 to improve the performance of pOpshelf stores, and will continue to evaluate the brand and whether we are seeing the desired impact of these activities and optimization, although there can be no assurances that our efforts will be successful.

In 2025 we expect the significant majority of the stores to be predominantly in one of our 8,500 square foot formats.

Moreover, increases in market interest rates have had a negative impact on our interest expense.

| | ● | Interest expense, net decreased by $52.5 million in 2024 primarily due to higher average cash balances and the repayment of long-term debt. |

| | ● | We generated approximately $2.996 billion of cash flows from operating activities in 2024, an increase of 25.3% compared to 2023. |

However, more recently, and in particular fiscal years 2023 and 2024, this has not been the case.

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

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

The increase in same-store sales reflects a 1.1% increase in customer traffic and a 0.3% increase in average transaction amount.

_Gross Profit._ In 2024, gross profit increased by 2.5%, and as a percentage of net sales decreased by 70 basis points to 29.6% compared to 2023, primarily driven by increased markdowns, a greater proportion of sales coming from the consumables category and increased inventory damages, partially offset by decreased transportation costs.

The increase reflects fourth quarter impairment charges totaling $214.2 million related to the store portfolio optimization review as discussed above in the Executive Summary and Note 12 to the consolidated financial statements.

Interest expense, net decreased $52.5 million to $274.3 million in 2024 compared to 2023 due to higher average cash balances and the repayment of long-term debt.

The effective tax rate was higher in 2024 primarily due to a higher state effective tax rate and a decreased benefit from stock-based compensation partially offset by the effect of certain rate-impacting items on lower earnings before taxes.

In 2025, we intend to pursue accelerated growth in remodels, including Project Elevate, with slower growth for new stores and fewer relocations.

described below.

On September 3, 2024, we entered into an amended and restated credit agreement which provides for a $2.375 billion unsecured five-year revolving credit facility (the “Revolving Facility”) and allows for a subfacility for letters of credit of up to $100 million, of which $70 million is currently committed and $30 million is currently uncommitted.

The Revolving Facility also includes a subfacility with an available borrowing capacity of up to $50 million for short-term borrowings referred to as swingline loans.

The Revolving Facility is scheduled to mature on September 3, 2029.

On March 11, 2025, we amended the credit agreement governing the Revolving Facility to increase the maximum leverage ratio and decrease the minimum fixed charge ratio until January 30, 2026, or earlier at our option upon achieving certain financial covenant milestones (“Covenant Relief Period”).

During the Covenant Relief Period, we are restricted from repurchasing shares of our common stock and the ability to incur certain additional liens and subsidiary debt is reduced.

Facility”) which expired on January 30, 2024.

We have provided notice to the trustees of our $500.0 million senior unsecured notes scheduled to mature on November 1, 2025, that we intend to redeem the entire principal amount of such notes on April 29, 2025.

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.

Additionally, our partnership with a third-party delivery service is 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.

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.

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 and gross margin performance since we completed the initial rollout in 2021.

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

We are using two larger format stores (approximately 8,500 square feet and 9,500 square feet, respectively), and 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 stores in 2024, replacing our traditional 7,300 square foot format and higher-cooler count Dollar General Traditional Plus format.

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

Furthermore, in 2023 we invested approximately $150 million in retail labor, primarily through labor hours, to further enhance our store standards, including on-shelf availability, and compliance efforts as well as the customer and associate experience in our stores.

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.

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

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

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

A greater LIFO provision which was driven by higher product costs, a higher proportion of lower margin consumables sales, and increases in inventory markdowns, damages and shrink each contributed to the decrease in the gross profit rate.

These factors were partially offset by higher inventory markups and improvements in transportation costs.

Interest expense increased $115.5 million to $326.8 million in 2023 compared to 2022 and increased $53.7 million to $211.3 million in 2022 compared to 2021, in each case primarily due to higher outstanding borrowings and higher interest rates.

The effective income tax rate was higher in 2022 primarily due to decreased income tax benefits associated with stock-based compensation compared to 2021.

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

In 2024, we intend to continue our current strategy of pursuing store growth, remodels and relocations although at a slower pace than the past three years.

Our Revolving Facility consists of a $2.0 billion senior unsecured revolving credit facility of which up to $100.0 million is available for the issuance of letters of credit and which is scheduled to mature on December 2, 2026.

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.

Borrowings under the 364-Day Revolving Facility bore interest at a rate equal to an applicable interest rate margin plus, at the Company’s option, either (a) Adjusted Term SOFR (which is Term SOFR, as published by CME Group Benchmark Administration Limited, plus a credit spread adjustment of 0.10%) or (b) a base rate (which is usually equal to the prime rate).

The Company was also required to pay a facility fee to the lenders under the 364-Day Revolving Facility for any used and unused commitments.

Prior to its expiration, the applicable interest rate margin for Adjusted Term SOFR loans was 1.035% and the facility fee rate was 0.09%.

The applicable interest rate margins for borrowings and the facility fees under the 364-Day Revolving Facility were subject to adjustment from time to time based on the Company’s long-term senior unsecured debt ratings.

| September 2024 | ​ | 4.250 | % | ​ | $ | 750.0 | ​ | $ | 0.7 | ​ | September 2022 | ​ | March 20 and September 20 | ​ |

Our senior unsecured debt is rated “Baa2,” by Moody’s with a stable outlook and “BBB” by Standard & Poor’s with a negative outlook, and our commercial paper program is rated “P-2” by Moody’s and “A-2” by Standard and Poor’s.

There can be no assurance that we will maintain or improve our current credit ratings.

| Long-term debt obligations | ​ | $ | 7,100,418 | ​ | $ | 768,645 | ​ | $ | 536,447 | ​ | $ | 2,181,139 | ​ | $ | 3,614,187 | ​ |

We are exposed to changes in interest rates as a result of our short-term [removed: borrowings and] [added: borrowings,] long-term [removed: debt.][added: debt, and cash investments.]

As of [removed: February 2, 2024,] [added: January 31, 2025,] we had no consolidated commercial paper borrowings and no borrowings outstanding under our Revolving Facility.

At [removed: February 3, 2023,] [added: January 31, 2025,] our primary interest rate exposure was from changes in interest rates [removed: which affect] [added: on] our variable rate [removed: debt.][added: investment holdings, which are classified as cash and cash equivalents in our consolidated financial statements.]

Based on our outstanding variable rate [added: cash and] debt [added: balances] as of [removed: February 3, 2023, after giving consideration to our interest rate swap agreements,] [added: January 31, 2025,] the [added: net] annualized effect of a one percentage point [removed: increase] [added: decrease] in [removed: variable] interest rates would have resulted in a [removed: pretax] [added: pre-tax] reduction of our earnings and cash flows of approximately [removed: $18.5] [added: $3.5] million in [removed: 2022.][added: 2024.]

The increase in cash and cash equivalents was driven primarily from cash from operations.

We are the largest discount retailer in the United States by number of stores, with [removed: 20,022] [added: 20,662] stores located in 48 U.S. states and Mexico as of [removed: March 1, 2024,] [added: February 28, 2025,] with the greatest concentration of stores in the southern, southwestern, midwestern and eastern United States.

Our long-term operating priorities are: 1) driving profitable sales growth, 2) capturing growth opportunities, 3) enhancing our position as a low-cost operator, and 4) investing in [removed: our diverse teams through development, empowerment] [added: the growth] and [removed: inclusion.][added: development of our teams.]

| | | largest discount retailers. Our ability to offer everyday low prices on quality merchandise is supported by our low-cost operating [removed: structure] [added: approach] 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 brands, often at substantially lower prices. |

Substantial Growth Opportunities. We believe we have substantial long-term growth potential in the U.S., and we have identified significant opportunities to add new [removed: stores, including our pOpshelf concept,] [added: Dollar General stores] in both existing and new markets.

Our attractive store economics, including a relatively low initial investment and simple, low-cost operating [removed: model,] [added: approach,] and our variety of store formats have allowed us to grow our store base to current levels and provide us significant opportunities to continue our profitable store growth strategy.

| ​ | | [removed: 2023] [added: 2024] | | [removed: 2022] [added: 2023] | | [removed: 2021] [added: 2022] | |

| Consumables | | [removed: 81.0] [added: 82.2] | % | [removed: 79.7] [added: 81.0] | % | [removed: 76.7] [added: 79.7] | % |

| Seasonal | | [removed: 10.6] [added: 10.0] | % | [removed: 11.0] [added: 10.6] | % | [removed: 12.2] [added: 11.0] | % |

| Home products | | [removed: 5.6] [added: 5.1] | % | [removed: 6.2] [added: 5.6] | % | [removed: 6.8] [added: 6.2] | % |

| Apparel | | [removed: 2.8] [added: 2.7] | % | [removed: 3.1] [added: 2.8] | % | [removed: 4.3] [added: 3.1] | % |

The typical Dollar General store [removed: is operated by] [added: staff includes] a store manager, one or more assistant store managers, and three or more sales associates.

Our stores generally feature a low-cost, no frills building with limited capital requirements, [added: a] low operating [removed: costs,] [added: cost approach,] and a focused merchandise offering within a broad range of categories, allowing us to deliver [removed: low] [added: competitive] retail prices while generating strong cash flows and capital investment returns.

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

Despite our broad offering, we maintain [removed: only] a [added: relatively] limited number of items per category, [removed: allowing us to keep] [added: which supports] our [added: low] average [removed: costs low.][added: cost.]

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

We directly imported approximately 4% of our purchases at cost in [removed: 2023.][added: 2024.]

Generally, our operating profit [removed: has been] [added: is] greater in the fourth quarter, which includes the Christmas selling season, as compared with operating profit in each of the first three quarters of our fiscal year.

Our direct competitors include Family Dollar, Dollar Tree, [removed: Big Lots, 99 Cents Only] and various local, independent operators, as well as Walmart, Target, Kroger, Aldi, [added: Costco, Sams Club, BJ’s Wholesale Club,] Walgreens, CVS, and Rite Aid, among others.

We are able to maintain competitive prices due in part to our low-cost operating [removed: structure] [added: approach] and the relatively limited assortment of products offered.

Purchasing large volumes of merchandise within our focused assortment in each merchandise category allows us to keep our average product costs low, contributing to our ability to offer competitive everyday [removed: low] prices to our customers.

Our trademark registrations have various expiration dates; however, assuming that the trademark [removed: registrations are properly renewed, they have a perpetual duration.]

We also hold an exclusive license to the Rexall brand through at least March 5, [removed: 2029 and the Believe Beauty brand through at least March 18, 2025.][added: 2032.]

At Dollar General, a foundational element in how we operate is exemplified in our fourth operating priority – Investing in [removed: our diverse teams through development, empowerment] [added: the growth] and [removed: inclusion.][added: development of our teams.]

Based on a talent philosophy of “Attract, Develop, and Retain”, whether an individual works in a store, a distribution center, our store support center or our international offices, over the last [removed: 80+] [added: 85+] years, we have helped millions of individuals start and progress in their careers, providing employees with numerous opportunities to gain new skills and develop their talents, supported by our award-winning training and development programs.

As a testament to our employee development efforts, [removed: in February 2021] we were inducted into Training magazine’s Hall of Fame, following two consecutive years as the magazine’s top training and development program and rounding out 10 consecutive years among its Top 100 list.

In [removed: 2023,] [added: 2024,] we estimate we invested over four million training hours in our employees to promote their education and development.

Our internal [removed: promotion] [added: placement] rate helps us measure the success of our development programs.

As of [removed: March 1, 2024,] [added: February 28, 2025,] we employed approximately [removed: 185,800] [added: 194,200] full-time and part-time employees, including divisional and regional managers, district managers, store managers, other store employees, and distribution center, fleet and administrative employees.

As of the end of [removed: 2023,] [added: 2024,] more than 70% of store managers and thousands of additional employees, including [removed: several members] [added: the majority] of our senior leadership, have been [removed: promoted] [added: placed] from within our organization.

[removed: These laws, rules and regulations relate to, among other] things, the sale of products, including without 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 disclosure, including disclosures related to [added: environmental, social and governance matters; pricing; antitrust and fair competition; anti-money laundering; distribution; transportation; imports and customs; intellectual property; taxes; and environmental compliance.]

We routinely incur significant compliance-related costs, both direct and indirect, including [removed: investments in] [added: those related to] store standards and [removed: labor, such as our approximately $150 million labor investment in 2023.][added: labor.]

Although we may incur additional material compliance-related costs in the future, to date, other than the [removed: investments] [added: expenses] referenced above, compliance with these laws, rules and regulations has not had a material effect on our capital expenditures, earnings or competitive position.

If federal, state and/or local minimum wage rates/salary levels were to [added: further] increase significantly and/or rapidly, compliance with such increases could adversely affect our earnings.

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 [added: any] amendments to those reports, [added: as well as] proxy statements and annual reports to shareholders, and, from time to time, registration statements and other documents pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We recently made the decision to close 45 pOpshelf stores, our unique small-box retail concept that focuses primarily on non-consumables, and to convert an additional six pOpshelf stores to Dollar General stores, and we have paused expansion of this concept while we evaluate and evolve its go-forward strategy and performance.

| 2024 | | 19,986 | | 725 | | 117 | | 608 | | 20,594 | ​ |

11% and 8%, respectively, of our purchases in 2024.

registrations are properly renewed, they have a perpetual duration.

In addition, we conduct regular employee surveys to assess engagement and identify opportunities for improvement.

These laws, rules and regulations relate to, among other

Our pOpshelf concept, which we continue to evaluate and evolve, represents an 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.

| 2021 | | 17,177 | | 1,050 | | 97 | | 953 | | 18,130 | ​ |

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

For the fiscal year ended [removed: February 2, 2024,] [added: January 31, 2025,] or

The aggregate market value of the registrant’s common stock outstanding and held by non-affiliates as of August [removed: 4, 2023] [added: 2, 2024] was [removed: $36.7] [added: $17.8] billion calculated using the closing market price of the registrant’s common stock as reported on the NYSE on such date [removed: ($167.77).][added: ($121.59).]

The registrant had [removed: 219,671,316] [added: 219,947,078] shares of common stock outstanding as of March [removed: 21, 2024.][added: 19, 2025.]

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 29, [removed: 2024.][added: 2025.]

| ​ | [ITEM 1B. UNRESOLVED STAFF COMMENTS](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_709342) | | [removed: 21] [added: 22] |

| ​ | [ITEM 1C. [removed: CYBERSECURITY](#ITEM1CYBERSECURTYDISCLOSURE)] [added: CYBERSECURITY](#ITEM1CCYBERSECURITY)] | | [removed: 21] [added: 22] |

| ​ | [ITEM 2. PROPERTIES](#ITEM2PROPERTIES_848852) | | [removed: 23] [added: 24] |

| ​ | [ITEM 3. LEGAL PROCEEDINGS](#ITEM3LEGALPROCEEDINGS_83582) | | [removed: 23] [added: 24] |

| ​ | [ITEM 4. MINE SAFETY DISCLOSURES](#ITEM4MINESAFETYDISCLOSURES_135281) | | [removed: 24] [added: 25] |

| ​ | [INFORMATION ABOUT OUR EXECUTIVE OFFICERS](#EXECUTIVEOFFICERSOFTHEREGISTRANT_442806) | | [removed: 24] [added: 25] |

| ​ | [ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](#ITEM5MARKETFORREGISTRANTSCOMMONEQUITY_76) | | [removed: 26] [added: 27] |

| ​ | [ITEM 6. \[RESERVED\]](#ITEM6SELECTEDFINANCIALDATA_356509) | | [removed: 26] [added: 27] |

| ​ | [ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSIS_58) | | [removed: 27] [added: 28] |

| ​ | [ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | | [removed: 68] [added: 69] |

| ​ | [ITEM 9A. CONTROLS AND PROCEDURES](#ITEM9ACONTROLSANDPROCEDURES_424309) | | [removed: 68] [added: 69] |

| | | [Report of Independent Registered Public Accounting Firm](#ReportofIndependent1_574395) | [removed: 69] [added: 70] |

| ​ | [ITEM 9B. OTHER INFORMATION](#ITEM9BOTHERINFORMATION_957047) | | [removed: 70] [added: 71] |

| ​ | [ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#ITEM9CDISCLOSUREREGARDINGFOREIGN) | | [removed: 70] [added: 71] |

| ​ | [ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | | [removed: 71] [added: 72] |

| ​ | [ITEM 11. EXECUTIVE COMPENSATION](#ITEM11EXECUTIVECOMPENSATION_872380) | | [removed: 71] [added: 72] |

| ​ | [ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | | [removed: 72] [added: 73] |

| ​ | [ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | | [removed: 72] [added: 73] |

| ​ | [ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES) | | [removed: 72] [added: 73] |

| ​ | [ITEM 15. [removed: EXHIBIT] [added: EXHIBITS] AND FINANCIAL STATEMENT SCHEDULES](#ITEM15EXHIBITSANDFINANCIALSTATEMENTSCHED) | | [removed: 73] [added: 74] |

| ​ | [ITEM 16. FORM 10-K SUMMARY](#ITEM16) | | [removed: 81] [added: 82] |

| [SIGNATURES](#SIGNATURES_950127) | | | [removed: 82] [added: 83] |

This report contains references to years [added: 2025,] 2024, 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] which represent fiscal years ending or ended January [added: 30, 2026, January] 31, 2025, February 2, [removed: 2024,] [added: 2024 and] February 3, [removed: 2023 and January 28, 2022,] [added: 2023,] respectively.

We include “forward-looking statements” within the meaning of the federal securities [removed: laws] [added: laws, including the Private Securities Litigation Reform Act,] throughout this report, particularly under the headings “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations,”] [added: Operations” included in Part II, Item 7,] and “Note 7 – Commitments and [removed: Contingencies,”] [added: Contingencies” included in Part II, Item 8,] among others.

You can identify these statements because they are not limited to historical fact or they use words such as [removed: “may,” “will,” “should,” “could,” “can,” “would,” “believe,”] [added: “accelerate,” “aim,”] “anticipate,” [removed: “project,” “plan,” “expect,” “estimate,” “goal,” “seek,” “ensure,” “potential,” “opportunity,” “intend,” “predict,”] [added: “assume,” “believe,” “can,”] “committed,” [removed: “likely,”] “continue,” [removed: “strive,” “aim,” “scheduled,”] [added: “could,” “drive,” “estimate,” “expect,”] “focused on,” [removed: “long-term,”] [added: “forecast,”] “future,” [added: “goal,” “intend,” “likely,” “long-term,” “may,” “objective,” “ongoing,” “opportunity,”] “over time,” [removed: “ongoing,”] [added: “plan,” “position,” “potential,” “predict,” “project,” “prospect,” “scheduled,” “seek,” “should,” “strive,” “subject to,”] “uncertain,” [removed: “moving forward,”] [added: “will”] or [removed: “subject to”] [added: “would”] and similar expressions that concern our strategies, plans, initiatives, [removed: intentions] [added: intentions, outlook] or beliefs about future occurrences or [removed: results or other future matters.][added: results.]

| | ● | our plans, objectives, and expectations regarding future operations, growth, investments and initiatives, including but not limited to our real estate, store growth and international expansion plans, store [added: closures, store remodels (including Project Elevate), store] formats or concepts, shrink and damages reduction actions, inventory reduction efforts, and anticipated progress and impact of our strategic initiatives (including but not limited to our digital initiatives, DG Media Network, [removed: DG Fresh, self-checkout,] and pOpshelf) and our merchandising, margin enhancing, distribution/transportation efficiency (including but not limited to [removed: self-distribution and our private fleet),] [added: self-distribution),] store manager turnover reduction and other initiatives; |

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

| | ● | expectations regarding inflationary and labor [removed: pressures, fuel prices, and other supply chain challenges;] [added: pressures;] |

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

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

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

Our [added: CISO reports directly to our Executive] Vice President and Chief Information [removed: Security] Officer [added: (“CIO”), who has approximately 25]

[added: 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 [removed: Professional (CISSP),] [added: Professional,] 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.

[removed: 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.

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 [removed: our] information systems, information security, data privacy, business continuity, [added: artificial intelligence,] and third-party information security, and the steps management has taken to monitor and control such exposures.

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 [removed: assets, and management develops action plans to address select identified opportunities for improvement.][added: assets.]

[removed: Our] [added: The] Audit Committee [removed: also has undertaken] [added: receives] cybersecurity education [removed: in recent years] to assist members in overseeing related risks.

[removed: Such activities] [added: This education includes or has] included [added: in recent years: an overview of Company-specific cyber-related risks considerations; an overview of various artificial intelligence considerations, including those related to risk management, governance and ethics, and workforce and culture; updates on the state of cybersecurity regulation; updates on the evolving retail landscape’s impact on cyber risk to retail organizations;] a cyber threat intelligence update focusing on the global impact of ransomware on the retail sector and trends in retail sector compromises; [removed: the state of cybersecurity regulation;] [added: and] an overview of methods to perform cyber risk [removed: 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.][added: quantification.]

Management develops action plans to address select identified opportunities for improvement identified through these assessments.

As of [removed: March 1, 2024,] [added: February 28, 2025,] we operated [removed: 20,022] [added: 20,662] retail stores, including those located in 48 U.S. states as listed in the table below, and [removed: three] [added: eight] stores in Mexico.

| Arizona | | [removed: 138] [added: 145] | | Nevada | | [removed: 22] [added: 23] | ​ |

| Arkansas | | [removed: 556] [added: 581] | | New Hampshire | | [removed: 45] [added: 47] | ​ |

| California | | [removed: 260] [added: 264] | | New Jersey | | [removed: 193] [added: 197] | ​ |

| Colorado | | [removed: 76] [added: 80] | | New Mexico | | [removed: 133] [added: 146] | ​ |

| Connecticut | | [removed: 95] [added: 99] | | New York | | [removed: 597] [added: 615] | ​ |

| Delaware | | [removed: 51] [added: 56] | | North Carolina | | [removed: 1,076] [added: 1,121] | ​ |

| Florida | | [removed: 1,061] [added: 1,081] | | North Dakota | | [removed: 71] [added: 74] | ​ |

| Idaho | ​ | [removed: 7] [added: 8] | ​ | Oklahoma | | [removed: 550] [added: 574] | ​ |

| Illinois | | [removed: 698] [added: 724] | | Oregon | | [removed: 86] [added: 87] | ​ |

| Iowa | | [removed: 328] [added: 338] | | Rhode Island | | [removed: 24] [added: 26] | ​ |

| Kansas | | [removed: 275] [added: 276] | | South Carolina | | [removed: 666] [added: 690] | ​ |

| Kentucky | | [removed: 751] [added: 789] | | South Dakota | | [removed: 78] [added: 81] | ​ |

| Maine | | 71 | | Texas | | [removed: 1,889] [added: 1,949] | ​ |

| Maryland | | [removed: 177] [added: 175] | | Utah | | [removed: 11] [added: 14] | ​ |

| Massachusetts | | 56 | | Vermont | | [removed: 41] [added: 42] | ​ |

| Minnesota | | [removed: 211] [added: 226] | | Washington | | [removed: 42] [added: 45] | ​ |

| Mississippi | | [removed: 657] [added: 668] | | West Virginia | | [removed: 303] [added: 313] | ​ |

| Montana | | [removed: 4] [added: 9] | ​ | Wyoming | ​ | [removed: 20] [added: 27] | ​ |

Many stores, including a significant portion of our new stores, [removed: are subject to build-to-suit arrangements with landlords, which] typically carry a primary lease term of up to 15 years with multiple renewal options.

We also have stores subject to shorter-term leases, and many of these leases [added: also] have renewal options.

As of [removed: March 1, 2024,] [added: February 28, 2025,] we operated [removed: 19] [added: 20] distribution centers for non-refrigerated products, ten cold storage distribution centers, and [removed: three] [added: four] combination distribution centers which have both refrigerated and non-refrigerated products.

We have a total of [removed: 20.9] [added: 22.8] million square feet of non-refrigerated space and a total of [removed: 2.8] [added: 2.9] million square feet of cold storage space.

We also leased approximately [removed: 4.2] [added: 3.2] million square feet of additional warehouse space in support of our distribution network for non-refrigerated merchandise.

As of [removed: March 1, 2024,] [added: February 28, 2025,] 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 | | 975 | | Nebraska | | 154 | ​ |

| Georgia | | 1,134 | | Ohio | | 1,030 | ​ |

| Indiana | | 710 | | Pennsylvania | | 980 | ​ |

| Louisiana | | 681 | | Tennessee | | 1,032 | ​ |

| Michigan | | 759 | | Virginia | ​ | 499 | ​ |

| Missouri | | 689 | ​ | Wisconsin | ​ | 294 | ​ |

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

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

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

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

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

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

Information regarding our current executive officers as of March [removed: 25, 2024] [added: 21, 2025] is set forth below.

| Todd J. Vasos | ​ | [removed: 62] [added: 63] | ​ | Chief Executive Officer and Director |

| Kelly M. Dilts | ​ | [removed: 55] [added: 56] | ​ | Executive Vice President and Chief Financial Officer |

| Steven R. Deckard | ​ | [removed: 55] [added: 56] | ​ | Executive Vice President, [removed: Store Operations] [added: Strategy] and Development |

| Kathleen A. Reardon | ​ | [removed: 52] [added: 53] | ​ | Executive Vice President and Chief People Officer |

| Emily C. Taylor | ​ | [removed: 48] [added: 49] | ​ | Executive Vice President and Chief Merchandising Officer |

| Rhonda M. Taylor | ​ | [removed: 56] [added: 57] | ​ | Executive Vice President and General Counsel |

| Carman R. Wenkoff | ​ | [removed: 56] [added: 57] | ​ | Executive Vice President and Chief Information Officer |

| Roderick J. West | ​ | [removed: 52] [added: 53] | ​ | Executive Vice President, Global Supply Chain |

| Anita C. Elliott | ​ | [removed: 59] [added: 60] | ​ | Senior Vice President and Chief Accounting Officer |

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

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

Mr. Deckard has served as Executive Vice President, [removed: Store Operations] [added: Strategy] and Development, since [removed: January 2024.][added: February 2025.]

He has over [removed: 18] [added: 19] years of employment experience with Dollar General, including Executive Vice President, [added: Store Operations and Development (January 2024 to February 2025); Executive Vice President,] Growth and Emerging Markets (June 2023 to January 2024); Senior Vice President, Emerging Markets (March 2021 to [removed: May] [added: June] 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).

Since beginning her career in May 1998, Ms. Reardon also held various roles with Carrier [removed: Corporation, including Manager of Human Resources from August 2003 until August 2005,] [added: Corporation] and was also a Career Consultant at the Darden Graduate School of Business Administration, University of [removed: Virginia, from August 2001 until August 2003.][added: Virginia.]

He previously served as the Chief Information Officer (May 2012 to June 2017) and Chief Digital Officer (June 2016 to June 2017) of Franchise World Headquarters, LLC [removed: (“Subway”), a restaurant chain, where he was responsible for global technology and digital strategy, execution] [added: (“Subway”)] and [removed: operations for the] [added: owned a] Subway [removed: brand and all of its restaurants.][added: franchise from July 2015 until October 2017.]

He has [removed: approximately 18] [added: over 19] 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, she served as Vice President and Controller of Big Lots, Inc. from May 2001 to August 2005, [removed: where she was responsible for accounting operations, financial reporting] and [removed: internal audit.][added: as Vice President and Controller for Jitney-Jungle Stores of America, Inc. from April 1998 to March 2001.]

Ms. Dilts served as Executive Vice President and Chief Financial Officer at Francesca’s Holdings Corporation [added: from April 2016] until July 2019.

| Tracey N. Herrmann | ​ | 47 | ​ | Executive Vice President, Store Operations |

Mr. Vasos currently serves as our Chief Executive Officer, having returned to Dollar General in October 2023 after serving as our CEO from June 2015 to November 2022 and as Senior Advisor from November 2022 until his retirement in April 2023.

Ms. Herrmann has served as Executive Vice President, Store Operations, since February 2025.

She has over 12 years of employment experience with Dollar General, including Senior Vice President, Store Operations (February 2024 to February 2025); Senior Vice President, Channel Innovation (September 2020 to February 2024); Senior Vice President, Store Operations (May 2017 to September 2020); Vice President, Division Manager (March 2016 to May 2017); Vice President, Merchandising Support (April 2014 to March 2016); and Senior Director, Merchandising (January 2013 to April 2014).

Prior to joining Dollar General, Ms. Herrmann served in roles of increasing responsibility with Delhaize America, including Director of Pricing and Promotions, Bottom Dollar Food (September 2012 to December 2012); Director of Operations, Food Lion (July 2011 to September 2012); District Manager, Food Lion (May 2010 to July 2011); Merchandising Manager, Food Lion (February 2009 to May 2010); and Category Manager, Food Lion (April 2006 to February 2009).

Prior to Food Lion, Ms. Herrmann held positions with EK Success Ltd., Hirschberg Schutz/Horizon Group USA and The Insight Research Corporation after beginning her career with Xerox Corporation in July 1999.

​

​

He previously served as our Chief Executive Officer from June 2015 to November 2022, when he transitioned to Senior Advisor prior to retiring in April 2023.

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

He owned a Subway franchise from July 2015 until October 2017.

Prior to serving at Big Lots, she served as Vice President and Controller for Jitney-Jungle Stores of America, Inc. from April 1998 to March 2001, where she was responsible for the accounting operations and the internal and external financial reporting functions.

Our common stock is traded on the New York Stock Exchange under the symbol “DG.” On March [removed: 21, 2024,] [added: 19, 2025,] there were approximately [removed: 2,708] [added: 2,601] shareholders of record of our common stock.

We have audited the accompanying consolidated balance sheets of Dollar General Corporation and subsidiaries (the Company) as of [removed: February 2, 2024] [added: January 31, 2025] and February [removed: 3, 2023,] [added: 2, 2024,] the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended [removed: February 2, 2024,] [added: January 31, 2025,] 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 [removed: February 2, 2024] [added: January 31, 2025] and February [removed: 3, 2023,] [added: 2, 2024,] and the results of its operations and its cash flows for each of the three years in the period ended [removed: February 2, 2024,] [added: January 31, 2025,] 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 [removed: February 2, 2024,] [added: January 31, 2025,] 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: 25, 2024,] [added: 21, 2025,] expressed an unqualified opinion thereon.

These [removed: consolidated] financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s [removed: consolidated] financial statements based on our audits.

| _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 [removed: February 2, 2024,] [added: January 31, 2025,] the Company’s reserves for self-insurance risks were [removed: $307.9] [added: $334.4] 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 25, 2024][added: | ​ | ​ | 2024 | | | | | | | ​ |]

| ​ | [added: ​] | [removed: February 2,] [added: January 31,] | | [added: ​] | February [removed: 3,] [added: 2,] | | [added: ​] |

| ​ | [added: ​ | 2025 | |] ​ | 2024 | | ​ | 2023 | | |

| Cash and cash equivalents | ​ | $ | [removed: 537,283] [added: 932,576] | ​ | $ | [removed: 381,576] [added: 537,283] | ​ |

| Merchandise inventories | ​ | | [removed: 6,994,266] [added: 6,711,242] | ​ | | [removed: 6,760,733] [added: 6,994,266] | ​ |

| Income taxes receivable | ​ | ​ | [removed: 112,262] [added: 127,132] | ​ | ​ | [removed: 135,775] [added: 112,262] | ​ |

| Prepaid expenses and other current assets | ​ | | [removed: 366,913] [added: 392,975] | ​ | | [removed: 302,925] [added: 366,913] | ​ |

| Total current assets | ​ | | [removed: 8,010,724] [added: 8,163,925] | ​ | | [removed: 7,581,009] [added: 8,010,724] | ​ |

| Net property and equipment | ​ | | [removed: 6,087,722] [added: 6,209,481] | ​ | | [removed: 5,236,309] [added: 6,087,722] | ​ |

| Operating lease assets | ​ | ​ | [removed: 11,098,228] [added: 11,163,763] | ​ | ​ | [removed: 10,670,014] [added: 11,098,228] | ​ |

| Other assets, net | ​ | | [removed: 60,628] [added: 57,275] | ​ | | [removed: 57,746] [added: 60,628] | ​ |

| Total assets | ​ | $ | [removed: 30,795,591] [added: 31,132,733] | ​ | $ | [removed: 29,083,367] [added: 30,795,591] | ​ |

| Current portion of long-term obligations | ​ | $ | [removed: 768,645] [added: 519,463] | ​ | $ | [removed: —] [added: 768,645] | ​ |

| Current portion of operating lease liabilities | ​ | ​ | [removed: 1,387,083] [added: 1,460,114] | ​ | ​ | [removed: 1,288,939] [added: 1,387,083] | ​ |

| Accounts payable | ​ | | [removed: 3,587,374] [added: 3,833,133] | ​ | ​ | [removed: 3,552,991] [added: 3,587,374] | ​ |

| Accrued expenses and other | ​ | | [removed: 971,890] [added: 1,045,856] | ​ | ​ | [removed: 1,036,919] [added: 971,890] | ​ |

| Income taxes payable | ​ | | [removed: 10,709] [added: 10,136] | ​ | ​ | [removed: 8,919] [added: 10,709] | ​ |

| Total current liabilities | ​ | | [removed: 6,725,701] [added: 6,868,702] | ​ | | [removed: 5,887,768] [added: 6,725,701] | ​ |

| Long-term obligations | ​ | | [removed: 6,231,539] [added: 5,719,025] | ​ | | [removed: 7,009,399] [added: 6,231,539] | ​ |

| Long-term operating lease liabilities | ​ | ​ | [removed: 9,703,499] [added: 9,764,783] | ​ | ​ | [removed: 9,362,761] [added: 9,703,499] | ​ |

| Deferred income taxes | ​ | | [removed: 1,133,784] [added: 1,103,701] | ​ | | [removed: 1,060,906] [added: 1,133,784] | ​ |

| Other liabilities | ​ | | [removed: 251,949] [added: 262,815] | ​ | | [removed: 220,761] [added: 251,949] | ​ |

| Common stock; $0.875 par value, 1,000,000 shares authorized, [removed: 219,663] [added: 219,939] and [removed: 219,105] [added: 219,663] shares issued and outstanding at [removed: February 2, 2024] [added: January 31, 2025] and February [removed: 3, 2023,] [added: 2, 2024,] respectively | ​ | | [removed: 192,206] [added: 192,447] | ​ | | [removed: 191,718] [added: 192,206] | ​ |

| Additional paid-in capital | ​ | | [removed: 3,757,005] [added: 3,812,590] | ​ | | [removed: 3,693,871] [added: 3,757,005] | ​ |

| Retained earnings | ​ | | [removed: 2,799,415] [added: 3,405,683] | ​ | | [removed: 1,656,140] [added: 2,799,415] | ​ |

| Accumulated other comprehensive income (loss) | ​ | | [removed: 493] [added: 2,987] | ​ | | [removed: 43] [added: 493] | ​ |

| Total shareholders’ equity | ​ | | [removed: 6,749,119] [added: 7,413,707] | ​ | | [removed: 5,541,772] [added: 6,749,119] | ​ |

| Total liabilities and shareholders' equity | ​ | $ | [removed: 30,795,591] [added: 31,132,733] | ​ | $ | [removed: 29,083,367] [added: 30,795,591] | ​ |

| ​ | | [removed: February 2,] [added: January 31,] | | | February [removed: 3,] [added: 2,] | | | [removed: January 28,] [added: February 3,] | | |

| [removed: ​] [added: (In thousands)] | [removed: ​] | 2024 | | [removed: ​] | 2023 | | [removed: ​] | 2022 | | |

| Net sales | ​ | $ | [removed: 38,691,609] [added: 40,612,308] | ​ | $ | [removed: 37,844,863] [added: 38,691,609] | ​ | $ | [removed: 34,220,449] [added: 37,844,863] | ​ |

| Cost of goods sold | ​ | | [removed: 26,972,585] [added: 28,594,811] | ​ | | [removed: 26,024,765] [added: 26,972,585] | ​ | | [removed: 23,407,443] [added: 26,024,765] | ​ |

| Gross profit | ​ | | [removed: 11,719,024] [added: 12,017,497] | ​ | | [removed: 11,820,098] [added: 11,719,024] | ​ | | [removed: 10,813,006] [added: 11,820,098] | ​ |

| Selling, general and administrative expenses | ​ | | [removed: 9,272,724] [added: 10,303,423] | ​ | | [removed: 8,491,796] [added: 9,272,724] | ​ | | [removed: 7,592,331] [added: 8,491,796] | ​ |

March 21, 2025

| ​ | ​ | 2025 | | ​ | 2024 | | |

| ​ | 2025 | | ​ | 2024 | | ​ | 2023 | | |

| Net income | | — | ​ | | — | ​ | | — | ​ | | 1,125,253 | ​ | | — | ​ | | 1,125,253 | ​ |

| Balances, January 31, 2025 | | 219,939 | ​ | $ | 192,447 | ​ | $ | 3,812,590 | ​ | $ | 3,405,683 | ​ | $ | 2,987 | ​ | $ | 7,413,707 | ​ |

| ​ | 2025 | | ​ | 2024 | | ​ | 2023 | | |

| Net income | $ | 1,125,253 | ​ | $ | 1,661,274 | ​ | $ | 2,415,989 | ​ |

These receivables typically settle in less than five days with little or no default risk.

Depreciation and amortization expense is included in SG&A expenses as presented in the accompanying Consolidated Statements of Income, except depreciation and amortization expense related to assets used in the warehousing and distribution of goods which is capitalized into inventory and ultimately included in Cost of goods sold.

| ​ | ​ | ​ | ​ | ​ | ​ | | 11,322,077 | ​ | | 10,598,226 | ​ |

Long-lived assets, including right of use assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.

The evaluation is performed primarily at the store level, which is the lowest level of identifiable cash flows that are largely independent of cash flows of other

assets and liabilities.

The fair value for stores with ongoing operations is estimated based primarily upon estimated future cash flows over the asset’s remaining useful life, using the income approach (discounted at the Company’s credit adjusted risk-free rate) or other reasonable estimates of fair market value.

The fair value of individual right of use assets which will continue to be utilized in the operations of stores is determined under the market approach using estimated market rent assessments based on market comps and broker quotes.

For stores which will cease operations, fair value is estimated using an income-approach based on management's forecast of future cash flows expected to be derived from the property based on current sublease market rent (discounted at a rate reflective of a typical market participant’s required rate of return for similar properties).

The determination of fair value under the income approach requires assumptions including forecasts of future cash flows (such as revenue growth rates and operating expenses) and selection of a market-based discount rate.

Estimates of market rent are based on market comps and non-binding broker quotes.

As these inputs are unobservable, they are classified as Level 3 inputs under the fair value hierarchy (see Note 6).

If actual results are not consistent with estimates and assumptions used in estimating future cash flows and asset fair values, the Company may be exposed to additional impairment losses in a future period (see Note 12).

Impairment charges for 2024 included store asset and right of use asset impairment charges recorded in connection with the store portfolio optimization review as discussed in Note 12.

If it is, the impairment recognized would be equal to the

| ​ | | January 31, | | | February 2, | | |

| (In thousands) | ​ | 2025 | | ​ | 2024 | | |

| ​ | ​ | $ | 1,045,856 | ​ | $ | 971,890 | ​ |

A summary of the Company’s supplier finance program activity is as follows:

| ​ | ​ | ​ | ​ |

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

| Beginning balance, February 2, 2024 | ​ | $ | 306,781 |

| Amounts added | ​ | | 1,285,484 |

| Amounts settled | ​ | | (1,192,586) |

| Ending balance, January 31, 2025 | ​ | $ | 399,679 |

Level 2 inputs may include quoted prices for similar assets

significant segment expenses.

The Company adopted the required disclosures for this update for fiscal year 2024.

In November 2024, the FASB issued new required disclosures for disaggregated expense information.

The update is intended to improve the disclosures about expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions.

The update is effective for fiscal years beginning after December 15, 2026.

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

| Basic earnings per share | ​ | $ | 1,125,253 | | 219,877 | ​ | $ | 5.12 | ​ |

| Balances, January 29, 2021 | | 240,785 | ​ | $ | 210,687 | ​ | $ | 3,446,612 | ​ | $ | 3,006,102 | ​ | $ | (2,163) | ​ | $ | 6,661,238 | ​ |

| Net income | | — | ​ | | — | ​ | | — | ​ | | 2,399,232 | ​ | | — | ​ | | 2,399,232 | ​ |

| Repurchases of common stock | | (12,058) | ​ | | (10,551) | ​ | | — | ​ | | (2,539,118) | ​ | | — | ​ | | (2,549,669) | ​ |

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

generated by the assets.

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

install fixtures.

In March 2020 and January 2021, the Financial Accounting Standards Board (“FASB”) issued accounting standards updates pertaining to reference rate reform.

This collective guidance is in response to accounting concerns regarding contract modifications and hedge accounting because of impending rate reform associated with structural risks of interbank offered rates (IBORs), and, particularly, the risk of cessation of LIBOR, related to regulators in several jurisdictions around the world having undertaken reference rate reform initiatives to identify alternative reference rates.

The guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The adoption of this guidance is effective for all entities as of March 12, 2020 through December 31, 2024.

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 does not expect the adoption of this update to have a material impact on its consolidated results of operations, financial position, or cash flows.

| ​ | ​ | 2021 | | | | | | | ​ |

| Basic earnings per share | ​ | $ | 2,399,232 | | 234,261 | ​ | $ | 10.24 | ​ |

| Diluted earnings per share | ​ | $ | 2,399,232 | | 235,812 | ​ | $ | 10.17 | ​ |

The effective income tax rate was higher in 2022 primarily due to decreased income tax benefits associated with stock-based compensation compared to 2021.

| Interest rate hedges | ​ | | — | ​ | | 31 | ​ |

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

The Company has approximately $8.1 million of state apportioned net

build-to-suit arrangements with landlords which typically carry a primary lease term of up to 15 years.

The Company does not control build-to-suit properties during the construction period.

Store locations not subject to build-to-suit arrangements are typically shorter-term leases.

| 2024 | ​ | $ | 1,822,383 | ​ |

| 2025 | ​ | | 1,738,768 | ​ |

| 2026 | ​ | | 1,627,370 | ​ |

| 2027 | ​ | | 1,491,141 | ​ |

| 2028 | ​ | | 1,318,226 | ​ |

| Thereafter | ​ | | 5,481,482 | ​ |

| ​ | ​ | $ | 7,000,184 | ​ | $ | 7,009,399 | ​ |

At February 2, 2024, the existing senior unsecured revolving credit facility (the “Revolving Facility”) had a commitment of $2.0 billion that provides for the issuance of letters of credit up to $100.0 million and is scheduled to mature on December 2, 2026.

On February 13, 2024, the Company amended the credit agreement governing the Revolving Facility to increase the maximum leverage ratio for the four quarters of fiscal 2024.

In

The Company was also required to pay a facility fee to the lenders under the 364-Day Revolving Facility for any used and unused commitments.

Prior to its expiration, the applicable interest rate margin for Adjusted Term SOFR loans was 1.035% and the facility fee rate was 0.09%.

The applicable interest rate margins for borrowings and the facility fees under the 364-Day Revolving Facility were subject to adjustment from time to time based on the Company’s long-term senior unsecured debt ratings.

On September 20, 2022, the Company issued $750.0 million aggregate principal amount of 4.25% senior notes due 2024 (the “2024 Senior Notes”), net of discount of $0.7 million, $550.0 million aggregate principal amount of 4.625% senior notes due 2027 (the “November 2027 Senior Notes”), net of discount of $0.5 million, $700.0 million aggregate principal amount of 5.0% senior notes due 2032 (the “2032 Senior Notes”), net of discount of $2.4 million, and $300.0 million aggregate principal amount of 5.50% senior notes due 2052 (the “2052 Senior Notes”), net of discount of $0.3 million.

The 2024 Senior Notes are scheduled to mature on September 20, 2024, the November 2027 Senior Notes are scheduled to mature on November 1, 2027, the 2032 Senior Notes are scheduled to mature on November 1, 2032 and the 2052 Senior Notes are scheduled to mature on November 1, 2052.

Interest on the 2024 Senior Notes is payable in cash on March 20 and September 20 of each year, commencing on March 20, 2023.

Interest on the November 2027 Senior Notes, the 2032 Senior Notes and the 2052 Senior Notes is payable in cash on May 1 and November 1 of each year, commencing on May 1, 2023.

Based on its assessment, management has concluded that our internal control over financial reporting is effective as of [removed: February 2, 2024.][added: January 31, 2025.]

We have audited Dollar General Corporation and subsidiaries’ internal control over financial reporting as of [removed: February 2, 2024,] [added: January 31, 2025,] 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 [removed: February 2, 2024,] [added: January 31, 2025,] 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: 2023] [added: 2024] consolidated financial statements of the Company and our report dated March [removed: 25, 2024,] [added: 21, 2025,] expressed an unqualified opinion thereon.

_(d) Changes in Internal Control Over Financial Reporting._ There have been no changes during the quarter ended [removed: February 2, 2024] [added: January 31, 2025,] 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 21, 2025

March 25, 2024

_Insider Trading Arrangements._ During our fiscal quarter ended [removed: February 2, 2024,] [added: January 31, 2025,] 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) 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 29, [removed: 2024] [added: 2025] (the [removed: “2024] [added: “2025] Proxy Statement”), which information under such captions is incorporated herein by reference.

[removed: _(c)] [added: _(b)] Code of Business Conduct and Ethics._ We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and Board members.

[removed: _(d)] [added: _(c)] 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.

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: 2024] [added: 2025] Proxy Statement, which information is incorporated herein by reference.

_(d) Insider Trading Policy_.

The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees.

The policy also contains provisions that are applicable to the Company’s trading in its own securities.

A copy of our insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.

(_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 2024 Proxy Statement, which information under such caption is incorporated herein by reference.

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, [removed: and] compensation committee interlocks and insider [removed: participation] [added: participation, and the Company’s policies and practices related to the grant timing of certain equity awards] is contained under the captions “Director Compensation” and “Executive Compensation” in the [removed: 2024] [added: 2025] 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 [removed: February 2, 2024:][added: January 31, 2025:]

_(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: 2024] [added: 2025] Proxy Statement, which information under such caption is incorporated herein by reference.

| Equity compensation plans approved by security holders(1) | | 3,739,420 | ​ | $ | 160.60 | | 9,190,953 | ​ |

| Total(1) | | 3,739,420 | ​ | $ | 160.60 | | 9,190,953 | ​ |

| 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 | ​ |

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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] Proxy Statement, which information under such caption is incorporated herein by reference.

| [removed: 4.1] [added: 4.7] | ​ | [Form of [removed: 4.250%] [added: 5.000%] Senior Notes due [removed: 2024] [added: 2032] (included in Exhibit 4.18) (incorporated by reference to Exhibit [removed: 4.1] [added: 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. [removed: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465922101622/tm2225937d1_ex4-1.htm)] [added: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465922101622/tm2225937d1_ex4-5.htm)] |

| [removed: 4.2] [added: 4.1] | ​ | [Form of 4.150% Senior Notes due 2025 (included in Exhibit [removed: 4.13)] [added: 4.12)] (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: 4.3] [added: 4.2] | ​ | [Form of 3.875% Senior Notes due 2027 (included in Exhibit [removed: 4.14)] [added: 4.13)] (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: 4.4] [added: 4.3] | ​ | [Form of 4.625% Senior Notes due 2027 (included in Exhibit [removed: 4.19)] [added: 4.17)] (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: 4.5] [added: 4.4] | ​ | [Form of 4.125% Senior Notes due 2028 (included in Exhibit [removed: 4.15)] [added: 4.14)] (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: 4.5] | ​ | [Form of 5.200% Senior Notes due 2028 (included in Exhibit [removed: 4.22)] [added: 4.20)] (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) |

| [removed: 4.7] [added: 4.6] | ​ | [Form of 3.500% Senior Notes due 2030 (included in Exhibit [removed: 4.16)] [added: 4.15)] (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: 4.8] [added: 4.10] | ​ | [Form of [removed: 5.000%] [added: 5.500%] Senior Notes due [removed: 2032] [added: 2052] (included in Exhibit [removed: 4.20)] [added: 4.19)] (incorporated by reference to Exhibit [removed: 4.5] [added: 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. [removed: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465922101622/tm2225937d1_ex4-5.htm)] [added: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465922101622/tm2225937d1_ex4-7.htm)] |

| [removed: 4.9] [added: 4.8] | ​ | [Form of 5.450% Senior Notes due 2033 (included in Exhibit [removed: 4.23)] [added: 4.21)] (incorporated by reference 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) |

| [removed: 4.10] [added: 4.9] | ​ | [Form of 4.125% Senior Notes due 2050 (included in Exhibit [removed: 4.17)] [added: 4.16)] (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: 4.11] [added: 4.19] | ​ | [removed: [Form] [added: [Thirteenth Supplemental Indenture, dated as] of [removed: 5.500% Senior Notes due 2052 (included in Exhibit 4.21)] [added: 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: 4.12] [added: 4.11] | ​ | [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: 4.13] [added: 4.12] | ​ | [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: 4.14] [added: 4.13] | ​ | [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: 4.15] [added: 4.14] | ​ | [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: 4.16] [added: 4.15] | ​ | [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: 4.17] [added: 4.16] | ​ | [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) |

| 4.18 | ​ | [removed: [Tenth] [added: [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 [removed: 4.1] [added: 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. [removed: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465922101622/tm2225937d1_ex4-1.htm)] [added: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465922101622/tm2225937d1_ex4-5.htm)] |

| [removed: 4.19] [added: 4.17] | ​ | [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)) |

| 4.20 | ​ | [removed: [Twelfth] [added: [Fourteenth] Supplemental Indenture, dated as of [removed: September 20, 2022,] [added: June 7, 2023,] between Dollar General Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit [removed: 4.5] [added: 4.1] to Dollar General Corporation’s Current Report on Form 8-K dated [removed: September 20, 2022,] [added: June 5, 2023,] filed with the SEC on [removed: September 20, 2022] [added: June 7, 2023] (file no. [removed: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465922101622/tm2225937d1_ex4-5.htm)] [added: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465923068957/tm2317629d7_ex4-1.htm)] |

| 4.21 | ​ | [removed: [Thirteenth] [added: [Fifteenth] Supplemental Indenture, dated as of [removed: September 20, 2022,] [added: June 7, 2023,] between Dollar General Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by [removed: reference] [added: refence] to Exhibit [removed: 4.7] [added: 4.3] to Dollar General Corporation’s Current Report on Form 8-K dated [removed: September 20, 2022,] [added: June 5, 2023,] filed with the SEC on [removed: September 20, 2022] [added: June 7, 2023] (file no. [removed: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465922101622/tm2225937d1_ex4-7.htm)] [added: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465923068957/tm2317629d7_ex4-3.htm)] |

| [removed: 4.22] [added: 10.49] | ​ | [removed: [Fourteenth Supplemental Indenture, dated as of June 7, 2023,] [added: [Employment Agreement] between Dollar General Corporation and [removed: U.S. Bank Trust Company, National Association, as trustee] [added: Todd J. Vasos, effective October 12, 2023] (incorporated by reference to Exhibit [removed: 4.1] [added: 99.1] to Dollar General Corporation’s Current Report on Form 8-K dated [removed: June 5,] [added: October 12,] 2023, filed with the SEC on [removed: June 7,] [added: October 12,] 2023 (file no. [removed: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465923068957/tm2317629d7_ex4-1.htm)] [added: 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000110465923108865/tm2328316d1_ex99-1.htm)] |

| [removed: 4.23] [added: 10.59] | ​ | [removed: [Fifteenth Supplemental Indenture, dated as of June 7, 2023,] [added: [Amendment to Employment Agreement by and] between Dollar General Corporation and [removed: U.S. Bank Trust Company, National Association, as trustee] [added: John W. Garratt, effective September 1, 2022] (incorporated by [removed: refence] [added: reference] to Exhibit [removed: 4.3] [added: 99.3] to Dollar General Corporation’s Current Report on Form 8-K dated [removed: June 5, 2023,] [added: August 23, 2022,] filed with the SEC on [removed: June 7, 2023] [added: August 25, 2022] (file no. [removed: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465923068957/tm2317629d7_ex4-3.htm)] [added: 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000110465922094210/tm2224205d1_ex99-3.htm)] |

| [removed: 4.24] [added: 4.22] | ​ | [Amended and Restated Credit Agreement, dated as of [removed: December 2, 2021,] [added: September 3, 2024] 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 [removed: December 2, 2021,] [added: September 3, 2024,] filed with the SEC on [removed: December] [added: September] 3, [removed: 2021] [added: 2024] (file no. [removed: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465921146404/tm2134517d1_ex4-1.htm)] [added: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465924096418/tm2423136d1_ex4-1.htm)] |

| [removed: 4.25] [added: 4.23] | ​ | [Amendment No. 1 to the Credit Agreement, dated as of [removed: January 31, 2023,] [added: March 11, 2025,] 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 4.2 to Dollar General Corporation’s Current Report on Form 8-K dated [removed: January 31, 2023,] [added: March 11, 2025] filed with the SEC on [removed: February 1, 2023] [added: March 13, 2025] (file no. [removed: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465923009322/tm235012d1_ex4-2.htm)] [added: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465925023210/tm258818d1_ex4-2.htm)] |

| [removed: 4.26] [added: 10.50] | ​ | [removed: [Amendment No. 2 to the Credit Agreement, dated February 13, 2024, among] [added: [Employment Agreement between] Dollar General [removed: Corporation, as borrower, Citibank N.A., as administrative agent, and the other credit parties] [added: Corporation] and [removed: lenders party thereto] [added: Jeffery C. Owen, effective November 1, 2022] (incorporated by reference to Exhibit [removed: 4.3] [added: 99.2] to Dollar General Corporation’s Current Report on Form 8-K dated [removed: February 13, 2024,] [added: July 6, 2022,] filed with the SEC on [removed: February 14, 2024] [added: July 12, 2022] (file no. [removed: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000110465924023979/tm246105d1_ex4-3.htm)] [added: 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000110465922078986/tm2220689d1_ex99-2.htm)] |

| [removed: 4.27] [added: 97] | ​ | [removed: [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)] [added: [Dollar General Corporation Amended] and [removed: (f) of Regulation S-K] [added: Restated Incentive Compensation Recovery Policy] (incorporated by reference to Exhibit [removed: 4.15] [added: 97] to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended [removed: January 28, 2022,] [added: February 2, 2024,] filed with the SEC on March [removed: 18, 2022] [added: 25, 2024] (file no. [removed: 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex4d15.htm)] [added: 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000155837024003813/dg-20240202xex97.htm)] |

| [removed: 10.9] [added: 10.23] | ​ | [Form of [added: Restricted] Stock [removed: Option] [added: Unit] Award Agreement (approved March [removed: 21, 2024)] [added: 18, 2025)] for [removed: annual] awards beginning March [removed: 2024] [added: 2025] to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation 2021 Stock Incentive [removed: Plan*](https://www.sec.gov/Archives/edgar/data/29534/000155837024003813/dg-20240202xex10d9.htm)] [added: Plan*](https://www.sec.gov/Archives/edgar/data/29534/000155837025003413/dg-20250131xex10d23.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 [removed: Plan*](https://www.sec.gov/Archives/edgar/data/29534/000155837024003813/dg-20240202xex10d16.htm)] [added: Plan (incorporated by reference to Exhibit 10.16 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended February 2, 2024, filed with the SEC on March 25, 2024 (file no. 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000155837024003813/dg-20240202xex10d16.htm)] |

| 10.17 | ​ | [Form of Performance Share Unit Award Agreement (approved March [removed: 16, 2021)] [added: 15, 2022)] for [removed: 2021] [added: 2022] awards 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: 10.16] [added: 10.19] 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/0000029534/000155837021003245/dg-20210129xex10d16.htm)] [added: 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex10d19.htm)] |

| [removed: 10.18] [added: 10.19] | ​ | [Form of Performance Share Unit Award Agreement (approved March [removed: 15, 2022)] [added: 21, 2024)] for [removed: 2022] [added: 2024] awards to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation 2021 Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.19] [added: 10.20] to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended [removed: January 28, 2022,] [added: February 2, 2024,] filed with the SEC on March [removed: 18, 2022] [added: 25, 2024] (file no. [removed: 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex10d19.htm)] [added: 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000155837024003813/dg-20240202xex10d20.htm)] |

| [removed: 10.19] [added: 10.18] | ​ | [Form of Performance Share Unit Award Agreement (approved March 28, 2023) for 2023 awards to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 5, 2023, filed with the SEC on June 1, 2023 (file no. 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000155837023010690/dg-20230505xex10d1.htm) |

| 10.20 | ​ | [Form of Performance Share Unit Award Agreement (approved March [removed: 21, 2024)] [added: 18, 2025)] for awards beginning March [removed: 2024] [added: 2025] to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation 2021 Stock Incentive [removed: Plan*](https://www.sec.gov/Archives/edgar/data/29534/000155837024003813/dg-20240202xex10d20.htm)] [added: Plan*](https://www.sec.gov/Archives/edgar/data/29534/000155837025003413/dg-20250131xex10d20.htm)] |

| 10.21 | ​ | [Form of Restricted Stock Unit Award Agreement (approved March [removed: 16, 2021)] [added: 15, 2022)] for [removed: 2021] [added: annual] awards [added: beginning March 2022 and prior] to [added: March 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: 10.18] [added: 10.22] 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-20210129xex10d18.htm)] [added: 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex10d22.htm)] |

| 10.22 | ​ | [Form of Restricted Stock Unit Award Agreement (approved March [removed: 15, 2022)] [added: 21, 2024)] for [added: annual] awards beginning March [removed: 2022 and prior to 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: 10.22] [added: 10.23] to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended [removed: January 28, 2022,] [added: February 2, 2024,] filed with the SEC on March [removed: 18, 2022] [added: 25, 2024] (file no. [removed: 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000155837022003921/dg-20220128xex10d22.htm)] [added: 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000155837024003813/dg-20240202xex10d23.htm)] |

| [removed: 10.23] [added: 10.24] | ​ | [Form of Restricted Stock Unit Award Agreement (approved [removed: March 21,] [added: November 4,] 2024) for [added: retention] awards beginning [removed: March] [added: November] 2024 to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation 2021 Stock Incentive [removed: Plan*](https://www.sec.gov/Archives/edgar/data/29534/000155837024003813/dg-20240202xex10d23.htm)] [added: Plan*](https://www.sec.gov/Archives/edgar/data/29534/000155837025003413/dg-20250131xex10d24.htm)] |

| [removed: 10.24] [added: 10.25] | ​ | [Form of Restricted Stock Unit Award Agreement for awards prior to May 2011 to non-employee directors of Dollar General Corporation pursuant to the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.15 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_15.htm) |

| [removed: 10.25] [added: 10.26] | ​ | [Form of Restricted Stock Unit Award Agreement (approved May 24, 2011) for awards beginning May 2011 and prior to May 2014 to non-employee directors 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 April 29, 2011, filed with the SEC on June 1, 2011 (file no. 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000110465911032523/a11-11253_1ex10d3.htm) |

| [removed: 10.26] [added: 10.27] | ​ | [Form of Restricted Stock Unit Award Agreement (approved May 28, 2014) for awards beginning May 2014 and prior to February 2015 to non-employee directors of Dollar General Corporation pursuant to the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 2, 2014, filed with the SEC on June 3, 2014 (file no. 001-11421))](http://www.sec.gov/Archives/edgar/data/29534/000110465914043520/a14-10184_1ex10d4.htm) |

| [removed: 10.27] [added: 10.28] | ​ | [Form of Restricted Stock Unit Award Agreement (approved December 3, 2014) for awards beginning February 2015 and prior to May 2016 to non-employee directors of Dollar General Corporation pursuant to the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 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))](https://www.sec.gov/Archives/edgar/data/29534/000110465914084786/a14-21036_1ex10d7.htm) |

| 4.24 | ​ | [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](https://www.sec.gov/Archives/edgar/data/29534/000155837025003413/dg-20250131xex4d24.htm) |

| 10.35 | ​ | [Form of Restricted Stock Unit Award Agreement (approved August 27, 2024) for awards beginning August 2024 to new non-employee directors of Dollar General Corporation other than annual awards pursuant to the Dollar General Corporation 2021 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 August 2, 2024, filed with the SEC on August 29, 2024 (file no. 001-11421))](https://www.sec.gov/Archives/edgar/data/29534/000155837024012525/dg-20240802xex10d2.htm) |

| 10.39 | ​ | [Form of Restricted Stock Unit Award Agreement (approved January 27, 2025) for awards beginning February 3, 2025 to non-executive Chairmen of the Board of Directors of Dollar General Corporation pursuant to the Dollar General Corporation 2021 Stock Incentive Plan](https://www.sec.gov/Archives/edgar/data/29534/000155837025003413/dg-20250131xex10d39.htm) |

| 10.44 | ​ | [Dollar General Corporation Teamshare Incentive Program for Named Executive Officers for fiscal year 2024 (incorporated by reference to Exhibit 10.40 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended February 2, 2024, filed with the SEC on March 25, 2024 (file no. 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000155837024003813/dg-20240202xex10d40.htm) |

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| 10.52 | ​ | [Amendment to Employment Agreement by and between Dollar General Corporation and John W. Garratt, effective September 1, 2022 (incorporated by reference to Exhibit 99.3 to Dollar General Corporation’s Current Report on Form 8-K dated August 23, 2022, filed with the SEC on August 25, 2022 (file no. 001-11421))*](https://www.sec.gov/Archives/edgar/data/29534/000110465922094210/tm2224205d1_ex99-3.htm) |

| Date: March [removed: 25, 2024] [added: 21, 2025] | By: | /s/ Todd J. Vasos |