UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~October~~May 311, ~~2025~~2026

☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ________ to ________

Commission File Number: 001-11421

DOLLAR GENERAL CORP ORATION

(Exact name of Registrant as specified in its charter)

TENNESSEE		61-0502302
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

100 MISSION RIDGE

GOODLETTSVILLE, TN 37072

(Address of principal executive offices, zip code)

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

Former name, former address and former fiscal year, if changed since last report: Not Applicable

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.875 per share	DG	New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The Registrant had 220,~~118~~586,~~871~~647 shares of common stock outstanding on ~~December~~May 229, ~~2025~~2026.

TABLE OF CONTENTS


Cautionary Disclosure Regarding Forward-Looking Statements			2

Part I	Financial Information

	Item 1. Financial Statements		6

		Consolidated Balance Sheets	6
		Consolidated Statements of Income	7
		Consolidated Statements of Comprehensive Income	8
		Consolidated Statements of Shareholders’ Equity	9
		Consolidated Statement of Cash Flows	10
		Notes to Consolidated Financial Statements	11
		Report of Independent Registered Public Accounting Firm	2019

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2120

	Item 3. Quantitative and Qualitative Disclosures About Market Risk		2926

	Item 4. Controls and Procedures		2927

Part II	Other Information

	Item 1. Legal Proceedings		3028

	Item 1A. Risk Factors		3028

	Item 5. Other Information		3028

	Item 6. Exhibits		3028

Exhibit Index			3129

Signature			3230

CAUTIONARY DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

We include “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act, throughout this report, particularly under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part I, Item 2, and “Note 7. Commitments and Contingencies” included in Part I, Item 1, among others. You can identify these statements because they are not limited to historical fact or they use words such as “accelerate,” “aim,” “assume,” “anticipate,” “believe,” “can,” “committed,” “continue,” “could,” “drive,” “estimate,” “expect,” “focused on,” “forecast,” “future,” “goal,” “intend,” “likely,” “long-term,” “may,” “objective,” “ongoing,” “opportunity,” “outlook,” “over time,” “plan,” “position,” “potential,” “predict,” “project,” “prospect,” “scheduled,” “seek,” “should,” “strive,” “subject to,” “uncertain,” “will” or “would” and similar expressions that concern our strategies, plans, initiatives, intentions, outlook or beliefs about future occurrences or results. For example, all statements relating to, among others, the following are forward-looking statements:

●

our projections and expectations regarding expenditures, costs, cash flows, results of operations, financial condition and liquidity;

●

our expectations regarding economic and competitive market conditions;

● 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 remodels, 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 and related delivery component, DG Media Network, and pOpshelf) and our merchandising, margin enhancing, distribution/transportation efficiency ~~(including but not limited to self-distribution)~~, store manager turnover reduction and other initiatives;

●

expectations regarding sales and mix of consumable and non-consumable products, customer traffic, basket size, shrink, damages and inventory levels;

● expectations regarding tariff (including tariff refunds), inflationary, fuel and labor pressures;

●

expectations regarding cash dividends and stock repurchases;

● anticipated borrowing under our credit agreement and our commercial paper program ~~and the potential redemption of certain of our senior notes~~;

● 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 levels, as well as changes to certain government policies and assistance programs, such as Supplemental Nutrition Assistance Program (“SNAP“) benefits, unemployment benefits, and economic stimulus payments~~, and defaulted student loan collections~~; and

●

expected outcome or effect of pending or threatened legal disputes, governmental actions, litigation or audits.

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. We derive many of these statements from our operating budgets and forecasts as of the date of this document, which are based on many detailed assumptions that we believe are reasonable. However, it is very difficult to predict the effect of known factors on future results, and we cannot anticipate all factors that could affect future results that may be important to you. Important factors that could cause actual results to differ materially from the expectations expressed in or implied by our forward-looking statements include, but are not limited to:

● economic factors, including but not limited to employment levels; inflation (and our ability to adjust prices sufficiently to offset the effect of inflation); pandemics; higher fuel, and energy, costs (including those related to the conflict in the Middle East); healthcare, housing and product costs; higher interest rates, consumer debt levels, and tax rates; lack of available credit; tax law changes that negatively affect credits

~~changes that negatively affect credits~~ and refunds; decreases in, or elimination of, government assistance programs or subsidies such as unemployment and food/nutrition assistance programs, student loan repayment forgiveness and economic stimulus payments; commodity rates; transportation, lease and insurance costs; wage rates (including the possibility of increased federal, and further increased state and/or local minimum wage rates/salary levels); foreign exchange rate fluctuations; measures that create barriers to or increase the costs of international trade (including ~~increased~~sustained higher import duties or tariffs on both products that we sell and those that we use in our business); the dynamic and uncertain tariff environment (including its impact on our profitability and on our customers’ response to price increases, as well as the uncertainty regarding the exact timing and amount of any tariff refund payments); and changes in laws and regulations and their effect on, as applicable, customer spending, confidence and disposable income, our ability to execute our strategies and initiatives, our cost of goods sold, our SG&A expenses (including real estate and building costs), and our sales and profitability;

●

failure to achieve or sustain our strategies, initiatives and investments, including those relating to merchandising (including those related to non-consumable products), real estate and new store development, mature stores and store remodels (including Project Elevate), international expansion, store formats and concepts, digital, marketing, shrink, damages, sourcing, private brand, inventory management, supply chain, private fleet, store operations, expense reduction, technology, pOpshelf, and DG Media Network;

● competitive pressures and changes in the competitive environment and the geographic and product markets where we operate, including, but not limited to, pricing, promotional activity, expanded availability of mobile, web-based and other digital technologies, effective use of artificial intelligence, and alliances or other business combinations;

●

failure to timely and cost-effectively execute our real estate projects and timely meet our financial expectations, or to anticipate or successfully address the challenges imposed by our expansion, including into new countries or domestic markets, states, or urban or suburban areas;

●

levels of inventory shrinkage and damages;

●

failure to successfully manage inventory balances and in-stock levels, as well as to predict customer trends, spending levels, or price sensitivity;

●

failure to maintain the security of our business, customer, employee or vendor information or to comply with privacy laws, or our or one of our vendors falling victim to a cyberattack (which risk is heightened as a result of political uncertainty involving China, the conflict between Russia and Ukraine and the conflict in the Middle East) that prevents us from operating all or a portion of our business;

●

damage or interruption to our information systems as a result of external factors, staffing shortages or challenges in maintaining or updating our existing technology or developing, implementing or integrating new technology (including artificial intelligence);

● a significant disruption to our distribution network, the capacity of our distribution centers or the timely receipt of inventory; increased fuel or transportation costs (including those related to the conflict in the Middle East); issues related to supply chain disruptions or seasonal buying pattern disruptions; or delays in constructing, opening or staffing new distribution centers (including temperature-controlled distribution centers);

● risks and challenges associated with sourcing merchandise from suppliers, including, but not limited to, those related to international trade (for example, increasing tariffs on imported goods, political uncertainty involving China, disruptive political events such as the conflict between Russia and Ukraine and the conflict in the Middle East, the dynamic and uncertain tariff environment (including the uncertainty regarding the exact timing and amount of any tariff refund payments), and port labor disputes/agreements);

● natural disasters, unusual weather conditions (whether or not caused by climate change), pandemic outbreaks or other health crises, political or civil unrest, acts of war, violence or terrorism, and disruptive ~~global political events (for example, political uncertainty involving China, the conflict between Russia and Ukraine and the conflict in the Middle East);~~

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

global political events (for example, political uncertainty involving China, the conflict between Russia and Ukraine and the conflict in the Middle East);

●

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

●

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

● failure to attract, develop and retain qualified employees while controlling labor costs (including the possibility of increased federal, and further increased state and/or local minimum wage rates/salary levels), and other labor issues, including employee expectations and productivity and employee safety issues;

●

loss of key personnel or inability to hire additional qualified personnel, ability to successfully execute management transitions within our senior leadership, or inability to enforce non-compete agreements that we have in place with management personnel or enter into new non-compete agreements;

●

risks associated with our private brands, including, but not limited to, our level of success in improving their gross profit rate at expected levels;

●

failure to protect our reputation;

●

seasonality of our business;

●

reliance on third parties in many aspects of our business;

●

deterioration in market conditions, including market disruptions, adverse conditions in the financial markets including financial institution failures, limited liquidity and interest rate increases, changes in our credit profile (including our current increased debt levels or any downgrade to our credit ratings), compliance with covenants and restrictions under our debt agreements, and the amount of our available excess capital;

●

impact of market and other factors on the volatility of our common stock price;

● the impact of changes in or noncompliance with governmental regulations and requirements, including, but not limited to, those dealing with the sale of products, including without limitation, product and food safety, marketing, labeling or pricing; information security and privacy; labor and employment; employee wages, salary levels and benefits (including the possibility of increased federal, and further increased state and/or local minimum wage rates/salary levels); health and safety; real property; public accommodations; imports and customs; transportation; intellectual property; bribery and anti-corruption; climate change; and environmental compliance (including any required public disclosures related thereto), as well as tax laws and policies (including those related to ~~the~~ federal, state or foreign corporate ~~tax~~income ~~rate~~taxes), the interpretation of existing tax laws, the expiration of the Work Opportunity Tax Credit, or our failure to sustain our reporting positions negatively affecting our overall effective tax rate, and uncertainty surrounding potential changes to the regulatory environment under the current U.S. administration;

●

developments in or outcomes of private actions, class actions, multi-district litigation, arbitrations, derivative actions, administrative proceedings, regulatory actions or other litigation or of inquiries from federal, state and local agencies, regulatory authorities, attorneys general, committees, subcommittees and members of the U.S. Congress, and other local, state, federal and international governmental authorities;

●

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

● factors disclosed under “Risk Factors” in Part I, Item 1A of our Form 10-K for the fiscal year ended January 3130, ~~2025~~2026; and

●

factors disclosed elsewhere in this document (including, without limitation, in conjunction with the forward-looking statements themselves) and other factors.

All forward-looking statements are qualified in their entirety by these and other cautionary statements that we make from time to time in our other Securities and Exchange Commission filings and public communications. You should evaluate forward-looking statements in the context of these risks and uncertainties and are cautioned to not place undue reliance on such forward-looking statements. We caution you that the important factors referenced above may not contain all of the factors that are important to you. We cannot assure you that we will realize the results, performance or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements in this report are made only as of the date hereof. We undertake no obligation, and specifically disclaim any duty, to update or revise any forward-looking statement as a result of new information, future events or circumstances, or otherwise, except as otherwise required by law.

You should also be aware that while we do, from time to time, communicate with securities analysts and others, it is against our policy to disclose to them any material, nonpublic information or other confidential commercial information. Accordingly, shareholders should not assume that we agree with any statement or report issued by any securities analyst regardless of the content of the statement or report. Furthermore, we have a policy against confirming projections, forecasts or opinions issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not our responsibility.

PART I—FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS.

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)


	(Unaudited)
	~~October~~May 311,		January 3130,
	~~2025~~2026		~~2025~~2026
ASSETS
Current assets:
Cash and cash equivalents	$	1,~~240~~353,~~623~~113	$	~~932~~1,~~576~~138,501
Merchandise inventories		6,~~653~~635,~~880~~903		6,~~711~~331,~~242~~861
Income taxes receivable		6512,~~360~~016		~~127~~17,~~132~~158
Prepaid expenses and other current assets		~~419~~466,~~224~~444		~~392~~410,~~975~~283
Total current assets		8,~~379~~467,~~087~~476		87,~~163~~897,~~925~~803
Net property and equipment		6,~~423~~471,~~459~~946		6,~~209~~398,~~481~~589
Operating lease assets		11,~~322~~165,~~665~~359		11,~~163~~072,~~763~~500
Goodwill		4,338,589		4,338,589
Other intangible assets, net		1,~~199~~200,~~700~~061		1,~~199~~200,~~700~~050
Other assets, net		5556,~~082~~222		5756,~~275~~199
Total assets	$	31,~~718~~699,~~582~~653	$	3130,~~132~~963,~~733~~730

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term obligations	$	1513,~~799~~302	$	~~519~~14,~~463~~401
Current portion of operating lease liabilities		1,~~524~~553,~~102~~358		1,~~460~~532,~~114~~489
Accounts payable		4,~~295~~341,~~378~~284		34,~~833~~051,~~133~~592
Accrued expenses and other		1,~~306~~139,~~555~~351		1,~~045~~263,~~856~~296
Income taxes payable		11195,~~200~~724		1099,~~136~~357
Total current liabilities		7,~~153~~243,~~034~~019		6,~~868~~961,~~702~~135
Long-term obligations		54,~~119~~563,~~464~~106		54,~~719~~565,~~025~~881
Long-term operating lease liabilities		9,~~849~~668,~~058~~635		9,~~764~~605,~~783~~885
Deferred income taxes		1,~~133~~089,~~908~~414		1,~~103~~038,~~701~~863
Other liabilities		~~276~~292,~~978~~195		~~262~~280,~~815~~004
Total liabilities		2322,~~532~~856,~~442~~369		2322,~~719~~451,~~026~~768
Commitments and contingencies (Note 7)

Shareholders’ equity:
Preferred stock		—		—
Common stock		~~192~~193,~~604~~013		192,~~447~~694
Additional paid-in capital		3,~~884~~926,~~217~~810		3,~~812~~909,~~590~~593
Retained earnings		4,~~102~~712,~~091~~449		34,~~405~~398,~~683~~466
Accumulated other comprehensive income (loss)		711,~~228~~012		211,~~987~~209
Total shareholders’ equity		8,~~186~~843,~~140~~284		78,~~413~~511,~~707~~962
Total liabilities and shareholders' equity	$	31,~~718~~699,~~582~~653	$	3130,~~132~~963,~~733~~730

See notes to consolidated financial statements.

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share amounts)

For the 13 weeks ended

~~For the 39 weeks ended~~

~~October~~May 311,

~~November~~May 12,

~~October 31,~~

~~November 1,~~

~~2025~~2026

~~2024~~2025

~~2025~~

~~2024~~

Net sales

10,~~649~~786,~~450~~965

10,~~183~~435,~~428~~979

~~31,813,166~~

~~30,307,810~~

Cost of goods sold

7,~~465~~376,~~120~~493

7,~~247~~204,~~128~~691

~~22,035,880~~

~~21,319,882~~

Gross profit

3,~~184~~410,~~330~~472

23,~~936~~231,~~300~~288

~~9,777,286~~

~~8,987,928~~

Selling, general and administrative expenses

2,~~758~~771,~~479~~956

2,~~612~~655,~~498~~175

~~8,179,894~~

~~7,568,060~~

Operating profit

~~425~~638,~~851~~516

~~323~~576,~~802~~113

~~1,597,392~~

~~1,419,868~~

Interest expense, net

5547,~~935~~238

6764,~~849~~604

~~178,266~~

~~208,412~~

Income before income taxes

~~369~~591,~~916~~278

~~255~~511,~~953~~509

~~1,419,126~~

~~1,211,456~~

Income tax expense

87147,~~259~~151

59119,~~424~~581

~~333,115~~

~~277,420~~

Net income

~~282~~444,~~657~~127

~~196~~391,~~529~~928

~~1,086,011~~

~~934,036~~

Earnings per share:

Basic

12.2802

01.8978

~~4.94~~

~~4.25~~

Diluted

12.2800

01.8978

~~4.92~~

~~4.24~~

Weighted average shares outstanding:

Basic

220,~~112~~347

219,~~921~~986

~~220,063~~

~~219,857~~

Diluted

~~220~~221,~~955~~559

~~219~~220,~~997~~135

~~220,648~~

~~220,038~~

Dividends per share

0.59

~~1.77~~

See notes to consolidated financial statements.

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)


	For the 13 weeks ended				~~For the 39 weeks ended~~
	~~October~~May 311,		~~November~~May 12,		~~October 31,~~		~~November 1,~~
	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
Net income	$	~~282~~444,~~657~~127	$	~~196~~391,~~529~~928	$	~~1,086,011~~	$	~~934,036~~
Unrealized net gain (loss) on hedged transactions and currency translation, net of related income tax expense (benefit) of $(3), $11, $(29), and $11, respectively		894		1,218		4,241		3,010
Unrealized net gain (loss) on hedged transactions and currency translation, net of related income tax expense (benefit) of $0 and $26, respectively		(197)		1,786
Comprehensive income	$	~~283~~443,~~551~~930	$	~~197~~393,~~747~~714	$	~~1,090,252~~	$	~~937,046~~

See notes to consolidated financial statements.

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

(In thousands, except per share amounts)


								Accumulated
	Common			Additional				Other
	Stock	Common		Paid-in		Retained		Comprehensive
	Shares	Stock		Capital		Earnings		Income (Loss)		Total
Balances, August 1, 2025	220,107	$	192,593	$	3,863,898	$	3,949,306	$	6,334	$	8,012,131
Balances, January 30, 2026	220,222	$	192,694	$	3,909,593	$	4,398,466	$	11,209	$	8,511,962
Net income	—		—		—		~~282~~444,~~657~~127		—		~~282~~444,~~657~~127
Dividends paid, $0.59 per common share	—		—		—		(~~129~~130,~~872~~144)		—		(~~129~~130,~~872~~144)
Unrealized net gain (loss) on hedged transactions and currency translation	—		—		—		—		~~894~~(197)		~~894~~(197)
Share-based compensation expense	—		—		2037,~~370~~031		—		—		2037,~~370~~031
Other equity and related transactions	11365		11319		(5119,814)		—		—		(4019,495)
Balances, October 31, 2025	220,118	$	192,604	$	3,884,217	$	4,102,091	$	7,228	$	8,186,140
Balances, May 1, 2026	220,587	$	193,013	$	3,926,810	$	4,712,449	$	11,012	$	8,843,284

Balances, August 2, 2024	219,911	$	192,423	$	3,788,091	$	3,277,439	$	2,285	$	7,260,238
Net income	—		—		—		196,529		—		196,529
Dividends paid, $0.59 per common share	—		—		—		(129,757)		—		(129,757)
Unrealized net gain (loss) on hedged transactions and currency translation	—		—		—		—		1,218		1,218
Share-based compensation expense	—		—		14,054		—		—		14,054
Other equity and related transactions	14		12		291		—		—		303
Balances, November 1, 2024	219,925	$	192,435	$	3,802,436	$	3,344,211	$	3,503	$	7,342,585

Balances, January 31, 2025	219,939	$	192,447	$	3,812,590	$	3,405,683	$	2,987	$	7,413,707
Net income	—		—		—		1391,~~086,011~~928		—		1391,~~086,011~~928
Dividends paid, $1.77 per common share	—		—		—		(389,603)		—		(389,603)
Dividends paid, $0.59 per common share	—		—		—		(129,819)		—		(129,819)
Unrealized net gain (loss) on hedged transactions and currency translation	—		—		—		—		41,~~241~~786		41,~~241~~786
Share-based compensation expense	—		—		7330,~~347~~273		—		—		7330,~~347~~273
Other equity and related transactions	~~179~~127		~~157~~110		(14,~~720~~322)		—		—		(14,~~563~~212)
Balances, October 31, 2025	220,118	$	192,604	$	3,884,217	$	4,102,091	$	7,228	$	8,186,140
Balances, May 2, 2025	220,066	$	192,557	$	3,838,541	$	3,667,792	$	4,773	$	7,703,663

Balances, February 2, 2024	219,663	$	192,206	$	3,757,005	$	2,799,415	$	493	$	6,749,119
Net income	—		—		—		934,036		—		934,036
Dividends paid, $1.77 per common share	—		—		—		(389,240)		—		(389,240)
Unrealized net gain (loss) on hedged transactions and currency translation	—		—		—		—		3,010		3,010
Share-based compensation expense	—		—		48,694		—		—		48,694
Other equity and related transactions	262		229		(3,263)		—		—		(3,034)
Balances, November 1, 2024	219,925	$	192,435	$	3,802,436	$	3,344,211	$	3,503	$	7,342,585

See notes to consolidated financial statements.

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	For the 3913 weeks ended
	~~October~~May 311,		~~November~~May 12,
	~~2025~~2026		~~2024~~2025
Cash flows from operating activities:
Net income	$	1444,~~086,011~~127	$	~~934~~391,~~036~~928
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		~~775~~270,~~957~~832		~~718~~252,~~093~~793
Deferred income taxes		3050,~~127~~551		4(7,~~302~~682)
Noncash share-based compensation		7337,~~347~~031		4830,~~695~~273
Other noncash (gains) and losses		~~153~~1,~~784~~155		505,~~351~~025
Change in operating assets and liabilities:
Merchandise inventories		(92308,~~699~~145)		~~(147~~124,~~512)~~841
Prepaid expenses and other current assets		(2155,~~247~~810)		(3729,~~952~~329)
Accounts payable		~~472~~293,~~832~~522		~~494~~(35,~~807~~080)
Accrued expenses and other liabilities		~~289~~(113,~~959~~547)		~~137~~(2,~~937~~988)
Income taxes		62101,~~836~~509		~~314~~122,847
Other		(125,~~082~~037)		(75,~~908~~473)
Net cash provided by (used in) operating activities		2716,~~818,825~~188		2847,~~195,163~~155

Cash flows from investing activities:
Purchases of property and equipment		(1351,~~007,458~~605)		(1290,~~037,097~~928)
Proceeds from sales of property and equipment		3,~~250~~802		~~2,127~~552
Net cash provided by (used in) investing activities		(1347,~~004,208~~803)		(1290,~~034,970~~376)

Cash flows from financing activities:
Repayments of long-term obligations		(14,~~114,917~~134)		(~~765~~505,~~625~~306)
Costs associated with issuance of debt		(487)		(2,320)
Payments of cash dividends		(130,144)		(129,819)
Payments of cash dividends		(389,585)		(389,237)
Other equity and related transactions		(19,495)		(4,212)
Other equity and related transactions		(1,581)		(3,037)
Net cash provided by (used in) financing activities		(153,773)		(639,337)
Net cash provided by (used in) financing activities		(1,506,570)		(1,160,219)
Net increase (decrease) in cash and cash equivalents		214,612		(82,558)
Net increase (decrease) in cash and cash equivalents		308,047		(26)
Cash and cash equivalents, beginning of period		1,138,501		932,576
Cash and cash equivalents, beginning of period		932,576		537,283
Cash and cash equivalents, end of period	$	1,353,113	$	850,018
Cash and cash equivalents, end of period	$	1,240,623	$	537,257

Supplemental noncash investing and financing activities:
Right of use assets obtained in exchange for new operating lease liabilities	$	1475,~~294,886~~498	$	1420,~~321,389~~108
Purchases of property and equipment awaiting processing for payment, included in Accounts payable	$	80120,~~394~~267	$	~~111~~129,~~360~~150

See notes to consolidated financial statements.

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

1.	Basis of presentation

The accompanying unaudited consolidated financial statements of Dollar General Corporation (which individually or together with its subsidiaries, as the context requires, is referred to as the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and are presented in accordance with the requirements of Form 10-Q and Rule 10-01 of Regulation S-X. Such financial statements consequently do not include all of the disclosures normally required by U.S. GAAP for annual financial statements or those normally made in the Company’s Annual Report on Form 10-K, including the consolidated balance sheet as of January 3130, ~~2025~~2026, which was derived from the audited consolidated financial statements at that date. Accordingly, readers of this Quarterly Report on Form 10-Q should refer to the Company’s Annual Report on Form 10-K for the fiscal year ended January 3130, ~~2025~~2026 for additional information.

The Company’s fiscal year ends on the Friday closest to January 31. Unless the context requires otherwise, references to years contained herein pertain to the Company’s fiscal year. The Company’s ~~2025~~2026 fiscal year is scheduled to be a 52-week accounting period ending on January 3029, ~~2026~~2027, and the ~~2024~~2025 fiscal year was a 52-week accounting period that ended on January 3130, ~~2025~~2026.

The accompanying unaudited consolidated financial statements have been prepared in accordance with the Company’s customary accounting practices. In management’s opinion, all adjustments (which are of a normal recurring nature) necessary for a fair presentation of the consolidated financial position as of ~~October~~May 311, ~~2025~~2026, and results of operations for the 13-week ~~and 39-week~~ accounting periods ended ~~October~~May 311, ~~2025~~2026 and ~~November~~May 12, ~~2024~~2025, have been made.

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Because the Company’s business is moderately seasonal, the results for interim periods are not necessarily indicative of the results to be expected for the entire year.

The Company uses the last-in, first-out (“LIFO”) method of valuing inventory. An actual valuation of inventory under the LIFO method is made at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels, sales for the year and the expected rate of inflation or deflation for the year. The interim LIFO calculations are subject to adjustment in the final year-end LIFO inventory valuation. The Company recorded a LIFO provision of $918.15 million and $712.13 million in the respective 13-week periods, ~~and $165.7 million and $27.9 million in the respective 39-week periods,~~ ended ~~October~~May 311, ~~2025~~2026 and ~~November~~May 12, ~~2024~~2025. In addition, ongoing estimates of inventory shrinkage and initial markups and markdowns are included in the interim cost of goods sold calculation.

We utilize supply chain finance programs whereby qualifying suppliers may elect at their sole discretion to sell our payment obligations to designated third-party financial institutions. As of ~~October~~May 311, ~~2025~~2026 and January 3130, ~~2025~~2026, the amount of obligations outstanding that the Company has confirmed with the financial institutions under the supply chain finance program were $~~387~~406.61 million and $~~399~~385.72 million, respectively.

In September 2025, the Financial Accounting Standards Board (“FASB”) issued new amendments to the accounting for internal-use software. The amendments remove all references to prescriptive and sequential software development stages. The update is effective for fiscal years beginning after December 15, 2027. The Company is currently assessing the impact of the adoption of this update to its consolidated financial condition, results of operations, and cash flows.

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 disclosure.

In December 2023, the FASB issued an update to the required disclosures for income taxes. The update is intended to improve the rate reconciliation and income taxes paid disclosures to enhance the transparency and decision usefulness of income tax disclosures. The update is effective for fiscal years beginning after December 15, 2024. The Company expects the adoption of this update to impact only its disclosures with no impact to its consolidated financial condition, results of operations, or cash flows. 11

2.	Earnings per share

Earnings per share is computed as follows (in thousands, except per share data):


	13 Weeks Ended ~~October~~May 311, ~~2025~~2026					13 Weeks Ended ~~November~~May 12, ~~2024~~2025
			Weighted					Weighted
	Net		Average	Per Share		Net		Average	Per Share
	Income		Shares	Amount		Income		Shares	Amount
Basic earnings per share	$	~~282~~444,~~657~~127	220,~~112~~347	$	12.2802	$	~~196~~391,~~529~~928	219,~~921~~986	$	01.8978
Effect of dilutive share-based awards			~~843~~1,212					76149
Diluted earnings per share	$	~~282~~444,~~657~~127	~~220~~221,~~955~~559	$	12.2800	$	~~196~~391,~~529~~928	~~219~~220,~~997~~135	$	01.8978

	39 Weeks Ended October 31, 2025					39 Weeks Ended November 1, 2024
			Weighted					Weighted
	Net		Average	Per Share		Net		Average	Per Share
	Income		Shares	Amount		Income		Shares	Amount
Basic earnings per share	$	1,086,011	220,063	$	4.94	$	934,036	219,857	$	4.25
Effect of dilutive share-based awards			585					181
Diluted earnings per share	$	1,086,011	220,648	$	4.92	$	934,036	220,038	$	4.24

Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is determined based on the dilutive effect of share-based awards using the treasury stock method.

Share-based awards that were outstanding at the end of the respective periods but were not included in the computation of diluted earnings per share because the effect of exercising such awards would be antidilutive, were approximately 0.0 million and 0.2 million in the respective 13-week periods ~~and 0.1 million in each of the 39-week periods~~ ended ~~October~~May 311, ~~2025~~2026 and ~~November~~May 12, ~~2024~~2025.

3.	Income taxes

Under the accounting standards for income taxes, the asset and liability method is used for computing the future income tax consequences of events that have been recognized in the Company’s consolidated financial statements or income tax returns.

Income tax reserves are determined using the methodology established by accounting standards for income taxes which require companies to assess each income tax position taken using the following two-step approach. A determination is first made as to whether it is more likely than not that the position will be sustained, based upon the technical merits, upon examination by the taxing authorities. If the tax position is expected to meet the more likely than not criteria, the benefit recorded for the tax position equals the largest amount that is greater than 50% likely to be realized upon ultimate settlement of the respective tax position.

12As of May 1, 2026, the total reserves for uncertain tax benefits, interest expense related to income taxes and potential income tax penalties were $10.8 million, $2.2 million and $0.8 million, respectively, for a total of $13.8 million. The uncertain tax liability is reflected in noncurrent other liabilities in the consolidated balance sheet.

The Company’s ~~2021~~reserve ~~and~~for ~~earlier~~uncertain tax ~~years~~positions ~~are~~is ~~not~~expected ~~open~~to ~~for~~be ~~further~~reduced ~~examination~~ by ~~the~~$3.0 ~~Internal~~million ~~Revenue~~in ~~Service~~the ~~(“IRS”).~~coming ~~The~~twelve ~~IRS,~~months atresulting ~~its~~from ~~discretion,~~expiring ~~may~~statutes ~~choose~~of tolimitations ~~examine~~or ~~the~~settlements. ~~Company’s~~As ~~2022~~of ~~through~~May ~~2024~~1, ~~fiscal~~2026, ~~year~~approximately ~~income tax filings~~$10.8 ~~The~~million ~~Company~~of ~~has~~the ~~various~~reserve ~~state~~for ~~income~~uncertain tax ~~examinations~~positions ~~that~~would ~~are~~impact ~~currently in progress. Generally, with few exceptions,~~ the Company’s ~~2021~~effective ~~and~~income ~~later~~ tax ~~years~~rate ~~remain~~if ~~open~~the ~~for~~Company ~~examination~~were byto recognize the ~~various~~tax ~~state~~benefit ~~taxing~~for ~~authorities~~these positions.

AsThe ofCompany’s ~~October~~2021 ~~31,~~and ~~2025,~~earlier ~~the~~tax ~~total~~years ~~reserves~~are not open for ~~uncertain~~further ~~tax~~examination ~~benefits~~by the Internal Revenue Service (“IRS”). The IRS, ~~interest~~at ~~expense~~its ~~related~~discretion, may choose to ~~income~~examine ~~taxes~~the ~~and~~Company’s ~~potential~~2022 ~~income~~through ~~tax~~2024 ~~penalties~~fiscal ~~were~~year ~~$14.3~~income ~~million,~~tax $2filings.5 ~~million~~The ~~and~~Company ~~$0.8~~has ~~million,~~various ~~respectively,~~state ~~for~~income atax ~~total~~examinations ofthat ~~$17.6~~are ~~million~~currently in progress. ~~The~~Generally, ~~uncertain~~with ~~tax~~few ~~liability~~exceptions, isthe ~~reflected~~Company’s in2022 ~~noncurrent~~and ~~other~~later ~~liabilities~~tax inyears remain open for examination by the ~~consolidated~~various ~~balance~~state ~~sheet.~~taxing authorities.

The ~~Company’s~~effective ~~reserve~~income ~~for~~tax ~~uncertain~~rate ~~tax~~for ~~positions~~the is13-week ~~expected~~period toended beMay ~~reduced~~1, by2026 $3was 24.59% ~~million~~compared into ~~the~~a ~~coming~~rate ~~twelve~~of ~~months~~23.4% ~~resulting~~for ~~from~~the ~~expiring~~13-week ~~statutes~~period ofended ~~limitations~~May or2, ~~settlements~~2025. AsThe ofeffective ~~October~~income ~~31,~~tax ~~2025,~~rate ~~approximately~~was ~~$14.3~~higher ~~million~~for of the ~~reserve~~13-week ~~for~~period ~~uncertain~~in ~~tax~~2026 ~~positions~~than ~~would~~the ~~impact~~comparable ~~the~~13-week ~~Company’s~~period ~~effective~~in ~~income~~2025 ~~tax~~primarily ~~rate~~due ifto ~~the~~expired ~~Company~~federal ~~were~~tax tocredits, ~~recognize~~partially ~~the~~offset ~~tax~~by ~~benefit~~decreased ~~for~~expense ~~these~~from ~~positions~~stock-based compensation.

The ~~Organization~~Company ofreceived ~~Economic Cooperation and Development has proposed~~ a ~~global~~significant ~~minimum~~income tax ofbenefit ~~15%~~from onwages apaid ~~country-by-country basis (“Pillar Two”). Pursuant~~ to ~~Pillar~~certain ~~Two,~~newly ~~countries~~hired ~~have~~employees ~~enacted~~who ~~minimum~~qualified ~~tax rates of 15% effective~~ for ~~the~~federal ~~2024~~jobs ~~tax~~credits, ~~year~~principally ~~while other countries have enacted or proposed legislation making~~ the ~~15%~~Work ~~minimum~~Opportunity ~~tax~~Tax ~~rate~~Credit ~~effective~~(“WOTC”), ~~for~~in ~~the~~prior ~~2025 tax year or later~~periods. The ~~Company~~WOTC ~~operates~~program inpreviously aauthorized ~~country~~under ~~that recently enacted~~ the ~~15%~~Consolidated ~~minimum~~Appropriations ~~tax~~Act ~~rate~~of ~~beginning~~2021 inexpired ~~2025.~~for ~~The~~employees ~~Company~~hired ~~does~~after ~~not believe it will have a material impact on tax expense on an annual basis.~~

~~The~~December ~~effective~~31, ~~income~~2025. ~~tax~~For ~~rate for~~ the 13-week ~~and~~period ~~39-week periods~~ ended ~~October~~May 311, ~~2025 were 23.6% and 23.5% respectively~~2026, ~~compared~~the toexpiration ~~rates~~ of ~~23.2% and 22.9% for~~ the ~~13-week~~WOTC ~~and~~program ~~39-week~~negatively ~~periods~~impacted ~~ended~~our ~~November 1, 2024. The~~ effective ~~income~~ tax rate ~~was higher for the 13-week~~ and, ~~39-week~~absent ~~periods~~reauthorization, inwill ~~2025~~continue ~~than the comparable 13-week and 39-week periods in 2024 primarily due~~ to ~~the~~negatively ~~enactment~~impact offuture ~~Pillar Two minimum tax in a certain jurisdiction~~quarters.

WeThe ~~are~~Organization ~~currently~~of ~~assessing~~Economic ~~the~~Cooperation ~~One~~and ~~Big~~Development ~~Beautiful~~proposed ~~Bill~~a ~~Act~~global minimum tax of 15% on a country-by-country basis (“~~OBBBA~~Pillar Two”). ~~which~~Pursuant ~~was~~to ~~enacted~~Pillar onTwo, ~~July~~countries 4,have ~~2025.~~enacted ~~The~~minimum ~~OBBBA~~tax ~~provides~~rates ~~full~~of ~~bonus~~15% ~~depreciation~~effective for ~~certain~~the ~~assets~~2024 ~~placed~~tax ~~into~~year ~~service~~while ~~after~~other ~~January~~countries ~~19,~~have ~~2025~~enacted ~~and~~proposed anlegislation ~~election~~making tothe ~~expense~~15% ~~U.S.~~minimum ~~incurred~~tax ~~research~~rate oreffective ~~experimental~~for ~~expenditures.~~the ~~While~~2025 wetax ~~are~~year ~~still~~or ~~evaluating~~later. ~~the~~The ~~full~~Company ~~extent~~operates ofin ~~OBBBA’s~~a ~~impact,~~country inthat ~~2025~~enacted wethe ~~expect~~15% ~~our~~minimum Utax rate beginning in 2025.S. ~~cash~~The ~~taxes~~minimum totax ~~significantly~~did ~~decrease~~not ~~with~~have noa material impact toon ~~our~~tax ~~effective~~expense ~~tax~~on ~~rate~~an annual basis.

The One Big Beautiful Bill Act (“OBBBA”), which was enacted on July 4, 2025, provides full bonus depreciation for certain assets placed into service after January 19, 2025, as well as an election to expense U.S. incurred research or experimental expenditures. The impact of OBBBA significantly decreased our U.S. cash taxes in 2025 but had no material impact to our effective tax rate.

4.Leases

As of ~~October~~May 311, ~~2025~~2026, the Company’s primary leasing activities were real estate leases for most of its retail store locations and certain of its distribution facilities. Substantially all of the Company’s leases are classified as operating leases, and the associated assets and liabilities are presented as separate captions in the consolidated balance sheets. Finance lease assets are included in net property and equipment, and finance lease liabilities are included in long-term obligations, in the consolidated balance sheets. At ~~October~~May 311, ~~2025~~2026, the weighted-average remaining lease term for the Company’s operating leases was 9.31 years, and the weighted average discount rate for such leases was 4.67%. Operating lease costs are reflected as selling, general and administrative costs in the consolidated statements of income. For the 3913-week periods ended ~~October~~May 311, ~~2025~~2026 and ~~November~~May 12, ~~2024~~2025, such costs were $1508.481 ~~billion~~million and $1487.419 ~~billion~~million, respectively. Cash paid for amounts included in the measurement of operating lease liabilities of $1519.501 ~~billion~~million and $1494.427 ~~billion~~million, respectively, were reflected in cash flows from operating activities in the consolidated statements of cash flows for the 3913-week periods ended ~~October~~May 311, ~~2025~~2026 and ~~November~~May 12, ~~2024~~2025.

5.	Current and long-term obligations

Current and long-term obligations consist of the following:


	~~October~~May 311,		January 3130,
(In thousands)	~~2025~~2026		~~2025~~2026
Revolving Facility	$	—	$	—
Unsecured commercial paper notes		—		—
4.150% Senior Notes due November 1, 2025 (net of discount of $0 and $71)		—		499,929
4.125% Senior Notes due May 1, 2028 (net of discount of $114 and $128)		499,886		499,872
3.875% Senior Notes due April 15, 2027 (net of discount of $0 and $112)		—		599,888
5.200% Senior Notes due July 5, 2028 (net of discount of $66 and $73)		499,934		499,927
4.625% Senior Notes due November 1, 2027 (net of discount of $222 and $300)		549,778		549,700
3.500% Senior Notes due April 3, 2030 (net of discount of $291 and $309)		967,387		968,370
4.125% Senior Notes due May 1, 2028 (net of discount of $142 and $184)		499,858		499,816
5.000% Senior Notes due November 1, 2032 (net of discount of $1,690 and $1,744)		698,310		698,256
5.200% Senior Notes due July 5, 2028 (net of discount of $79 and $99)		499,921		499,901
5.450% Senior Notes due July 5, 2033 (net of discount of $1,229 and $1,264)		998,771		998,736
3.500% Senior Notes due April 3, 2030 (net of discount of $326 and $376)		967,928		953,108
4.125% Senior Notes due April 3, 2050 (net of discount of $4,440 and $4,467)		495,560		495,533
5.000% Senior Notes due November 1, 2032 (net of discount of $1,798 and $1,955)		698,202		698,045
5.500% Senior Notes due November 1, 2052 (net of discount of $279 and $280)		299,721		299,720
5.450% Senior Notes due July 5, 2033 (net of discount of $1,297 and $1,396)		998,703		998,604
Other		144,528		148,666
4.125% Senior Notes due April 3, 2050 (net of discount of $4,493 and $4,571)		495,507		495,429
Debt issuance costs, net		(27,689)		(28,798)
5.500% Senior Notes due November 1, 2052 (net of discount of $281 and $284)		299,719		299,716
	$	4,576,408	$	4,580,282
Other		157,329		181,076
Less: current portion		(13,302)		(14,401)
Debt issuance costs, net		(31,682)		(36,724)
Long-term obligations	$	4,563,106	$	4,565,881
	$	5,135,263	$	6,238,488
Less: current portion		(15,799)		(519,463)
Long-term obligations	$	5,119,464	$	5,719,025

Revolving Facility

On September 3, 2024, the Company 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. The Revolving Facility is scheduled to mature on September 3, 2029.

Borrowings under the Revolving Facility bear 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 applicable interest rate margin for borrowings as of October 31, 2025 was 1.015% for Adjusted Term SOFR borrowings and 0.015% for base-rate borrowings. The Company is also required to pay a facility fee, payable on any used and unused commitment amounts of the Revolving Facility, and customary fees on letters of credit issued under the Revolving Facility. As of October 31, 2025, the facility fee rate was 0.11%. The applicable interest rate margins for borrowings, the facility fees and the letter of credit fees under the Revolving Facility are subject to adjustment from time to time based on the Company’s long-term senior unsecured debt ratings.13

~~The~~Borrowings ~~credit~~under ~~agreement governing~~ the Revolving Facility ~~contains~~bear ainterest ~~number~~at ofa ~~customary~~rate ~~affirmative~~equal ~~and~~to ~~negative~~an ~~covenants~~applicable ~~that,~~interest ~~among~~rate ~~other~~margin ~~things~~plus, ~~restrict,~~at ~~subject to certain exceptions,~~ the Company’s ~~ability~~option, ~~to:~~either ~~incur~~(a) ~~additional~~Adjusted ~~liens;~~Term ~~sell~~SOFR ~~all~~(which oris ~~substantially~~Term ~~all~~SOFR of(as ~~the~~published ~~Company’s~~by ~~assets;~~CME ~~consummate~~Group ~~certain~~Benchmark ~~fundamental~~Administration ~~changes~~Limited) orplus ~~changes~~a incredit ~~the~~spread ~~Company’s~~adjustment ~~lines~~ of ~~business;~~0.10%) ~~and~~or ~~incur~~(b) ~~additional~~a ~~subsidiary~~base ~~indebtedness.~~rate ~~The~~(which ~~credit~~is ~~agreement~~usually ~~governing~~equal to the ~~Revolving~~prime ~~Facility~~rate). ~~also~~The ~~contains~~applicable ~~financial~~interest ~~covenants~~rate ~~which~~margin ~~require~~for ~~the~~borrowings ~~maintenance~~as of aMay ~~minimum~~1, ~~fixed~~2026 ~~charge~~was ~~coverage~~1.015% ~~ratio~~for ~~and~~Adjusted aTerm ~~maximum~~SOFR ~~leverage~~borrowings ~~ratio~~and 0.015% Onfor ~~March~~base-rate ~~11,~~borrowings. ~~2025,~~The ~~the~~ Company ~~amended~~is ~~the~~also ~~credit~~required ~~agreement~~to ~~governing~~pay ~~the~~a ~~Revolving~~facility ~~Facility~~fee, topayable ~~increase~~on ~~the~~any ~~maximum~~used ~~leverage ratio~~ and ~~decrease~~unused ~~the~~commitment ~~minimum~~amounts ~~fixed~~of ~~charge~~the ~~ratio~~Revolving ~~through January 30~~Facility, ~~2026,~~and orcustomary ~~earlier~~fees aton ~~the~~letters ~~Company’s~~of ~~option~~credit ~~upon~~issued ~~achieving~~under ~~certain~~the ~~financial~~Revolving ~~covenant milestones (“Covenant Relief Period”)~~Facility. ~~During~~As ~~the~~of ~~Covenant~~May ~~Relief~~1, ~~Period~~2026, the ~~Company~~facility isfee ~~restricted~~rate ~~from~~was ~~repurchasing~~0.11%. ~~shares~~The ~~and~~applicable ~~the~~interest ~~ability~~rate tomargins ~~incur~~for ~~certain~~borrowings, ~~additional~~the ~~liens~~facility fees and ~~subsidiary~~the ~~debt~~letter isof ~~reduced. The~~ credit ~~agreement~~fees ~~governing~~under the Revolving Facility ~~also~~are ~~contains~~subject ~~customary~~to ~~events~~adjustment offrom ~~default.~~time Asto oftime ~~October~~based ~~31,~~on ~~2025,~~ the Company’s ~~was~~long-term insenior ~~compliance~~unsecured ~~with~~debt ~~all covenants pertaining to the Revolving Facility~~ratings.

14The credit agreement governing the Revolving Facility contains a number of customary affirmative and negative covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to: incur additional liens; sell all or substantially all of the Company’s assets; consummate certain fundamental changes or changes in the Company’s lines of business; and incur additional subsidiary indebtedness. The credit agreement governing the Revolving Facility also contains financial covenants which require the maintenance of a minimum fixed charge coverage ratio and a maximum leverage ratio. The credit agreement governing the Revolving Facility also contains customary events of default. As of May 1, 2026, the Company was in compliance with all covenants pertaining to the Revolving Facility.

As of ~~October~~May 311, ~~2025~~2026, the Company had no outstanding borrowings, no outstanding letters of credit, and $2.375 billion of borrowing availability under the Revolving Facility that, due to the Company’s intention to maintain borrowing availability related to the commercial paper program described below, could contribute incremental liquidity of $2.18 billion. In addition, as of ~~October~~May 311, ~~2025~~2026, the Company had outstanding letters of credit of $5956.75 million which were issued pursuant to separate agreements.

Commercial Paper

As of ~~October~~May 311, ~~2025~~2026, the Company had a commercial paper program under which the Company may issue unsecured commercial paper notes (the “CP Notes”) from time to time in an aggregate amount not to exceed $2.0 billion outstanding at any time. The CP Notes may have maturities of up to 364 days from the date of issue and rank equal in right of payment with all of the Company’s other unsecured and unsubordinated indebtedness. The Company intends to maintain available commitments under the Revolving Facility in an amount at least equal to the amount of CP Notes outstanding at any time. As of ~~October~~May 311, ~~2025~~2026, the Company’s consolidated balance sheet reflected no outstanding unsecured CP Notes. CP Notes totaling $195.0 million ~~and $195.0 million~~ at ~~October~~May 311, ~~2025~~2026 and January 3130, ~~2025~~2026, ~~respectively,~~ were held by a wholly-owned subsidiary of the Company and are therefore not reflected in the consolidated balance sheets.

Senior Notes

In April 2025, the Company redeemed $500.0 million aggregate principal amount of outstanding 4.15% senior notes prior to the November 2025 maturity date using cash on hand and incurred a non-cash loss of approximately $0.4 million associated with the redemption.

In September 2025, the Company redeemed $600.0 million aggregate principal amount of outstanding 3.875% senior notes prior to the April 2027 maturity date using cash on hand and incurred a non-cash loss of approximately $1.0 million associated with the redemption.

6.	Assets and liabilities measured at fair value

Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, fair value accounting standards establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The Company does not have any fair value measurements categorized within Level 3 as of ~~October~~May 311, ~~2025~~2026.

The following table presents the Company’s liabilities required to be measured at fair value as of October 31, 2025, aggregated by the level in the fair value hierarchy within which those measurements are classified.14

Quoted Prices

in Active

Markets

Significant

for Identical

Other

Significant

Total Fair

Assets and

Observable

Unobservable

Value at

Liabilities

Inputs

October 31,

(In thousands)

(Level 1)

(Level 2)

(Level 3)

2025

Liabilities:

Current and long-term obligations (a)

4,956,823

157,329

—

5,114,152

Deferred compensation (b)

54,366

—

54,366

The following table presents the Company’s liabilities required to be measured at fair value as of May 1, 2026, aggregated by the level in the fair value hierarchy within which those measurements are classified.

(a) Included in the consolidated balance sheet at book value as current portion of long-term obligations of $15,799 and long-term obligations of $5,119,464.

(b) Reflected at fair value in the consolidated balance sheet as accrued expenses and other current liabilities of $5,640 and noncurrent other liabilities of $48,726.

 

Quoted Prices

 

in Active

Markets

Significant

for Identical

Other

Significant

Total Fair

Assets and

Observable

Unobservable

Value at

Liabilities

Inputs

May 1,

(In thousands)

(Level 1)

(Level 2)

(Level 3)

2026

Liabilities:

Current and long-term obligations (a)

4,332,783

144,528

—

4,477,311

Deferred compensation (b)

54,911

—

54,911

(a)	Included in the consolidated balance sheet at book value as current portion of long-term obligations of $13,302 and long-term obligations of $4,563,106.

(b)	Reflected at fair value in the consolidated balance sheet as accrued expenses and other current liabilities of $2,927 and noncurrent other liabilities of $51,984.

7.Commitments and contingencies

Legal proceedings

From time to time, the Company is a party to various legal matters in the ordinary course of its business, including actions by employees, consumers, suppliers, government agencies, or others. The Company has recorded accruals with respect to these matters, where appropriate, which are reflected in the Company’s consolidated financial statements. For some matters, a liability is not probable or the amount cannot be reasonably estimated and therefore an accrual has not been made.

On November 27, 2023, and November 30, 2023, respectively, the following putative shareholder class action lawsuits were filed in the United States District Court for the Middle District of Tennessee in which the plaintiffs allege that during the putative class periods noted below, the Company and certain of its current and former officers violated the federal securities laws by misrepresenting the impact of alleged store labor, inventory, pricing and other practices on the Company’s financial results and prospects: Washtenaw County Employees’ Retirement System v. Dollar General Corporation, et al. (Case No. 3:23-cv-01250) (putative class period of May 28, 2020 to August 30, 2023) (“Washtenaw County”); Robert J. Edmonds v. Dollar General Corporation, et al. (Case No. 3:23-cv-01259) (putative class period of February 23, 2023 to August 31, 2023) (“Edmonds”) (collectively, the “Shareholder Securities Litigation”). The plaintiffs seek compensatory damages, equitable/injunctive relief, pre- and post-judgment interest and attorneys’ fees and costs. The Edmonds matter was voluntarily dismissed on January 19, 2024. On April 4, 2024, the court appointed lead plaintiffs and lead counsel in the Shareholder Securities Litigation. On June 17, 2024, lead plaintiffs filed a consolidated amended complaint, adding a claim that lead plaintiffs and certain members of the putative class purchased shares of the Company’s common stock contemporaneously with common stock sales by certain individual defendants. On October 17, 2024, lead plaintiffs filed a second consolidated amended complaint, expanding the putative class period to cover May 28, 2020 to August 28, 2024. On November 15, 2024, defendants moved to dismiss the second consolidated amended complaint, and on June 23, 2025, the court granted defendants’ motion without prejudice. On August 25, 2025, the lead plaintiffs filed a motion for leave to amend the second consolidated amended complaint, attaching the proposed third consolidated amended complaint. ~~which~~The defendants filed their opposition to the motion to amend on October 25, 2025. On March 24, 2026, the court granted the motion to amend, and lead plaintiffs filed a third consolidated amended complaint that does not alter the claims, defendants or putative class period but includes additional allegations in support of the previously asserted claims. ~~The~~On ~~Company~~April ~~filed~~21, ~~its~~2026, ~~opposition~~defendants moved to dismiss the ~~motion~~third toconsolidated ~~amend~~amended complaint. Briefing on ~~October~~defendants’ ~~24,~~motion ~~2025,~~to ~~and~~dismiss ~~the~~was ~~motion~~completed ~~remains~~on ~~pending~~May 29, 2026.

At this time, it is not possible to estimate the value of the claims asserted in the Shareholder Securities Litigation or the potential range of loss in this matter, and no assurances can be given that the Company will be successful in its defense on the merits or otherwise. However, if the Company is not successful in its defense efforts, the resolution of the Shareholder Securities Litigation could have a material adverse effect on the Company’s consolidated financial statements as a whole.

1615

On January 26 and 29, 2024, and February 1, 2024, respectively, the following shareholder derivative actions were filed in the United States District Court for the Middle District of Tennessee in which the plaintiff shareholders, purportedly on behalf and for the benefit of the Company, allege that certain of the Company’s current and former officers and directors (i) violated their fiduciary duties by misrepresenting the impact of alleged store labor, inventory pricing, and other practices on the Company’s financial results, prospects, and reputation, as well as creating a risk of adverse regulatory action; (ii) wasted corporate assets; and (iii) were unjustly enriched: Nathan Silva v. Todd J. Vasos, et. al. (Case No. 3:24-cv-00083) (“Silva”); Terry Dunn v. Todd J. Vasos, et. al. (Case No. 3:24-cv-00093) (“Dunn”); Kathryn A. Caliguiri Inh Ira Bene Of Catherine Sugarbaker v. Todd J. Vasos, et. al. (Case No. 3:24-cv-00117) (“Caliguiri”) (collectively, the “Federal Court Shareholder Derivative Litigation”). The Silva complaint also alleges certain of the Company’s current and former officers and directors violated federal securities laws and aided and abetted breach of fiduciary duty and that Mr. Vasos violated his fiduciary duties by misusing material, non-public information. The Dunn and Caliguiri complaints additionally allege that certain of the Company’s officers and directors violated their fiduciary duties by recklessly or negligently disregarding workplace safety practices, and that Mr. Vasos, John Garratt and Patricia Fili-Krushel violated their fiduciary duties by misusing material, non-public information. The plaintiffs in the Federal Court Shareholder Derivative Litigation seek both non-monetary and monetary relief for the benefit of the Company. On April 2, 2024, the court consolidated the Silva, Dunn, and Caliguiri actions. On May 2, 2024, the Silva action was dismissed. On May 22, 2024, the court entered an order staying the Dunn and Caliguiri actions pending resolution of the defendants’ anticipated motion to dismiss in the Shareholder Securities Litigation. On July 21, 2025, the court extended the stay pending the court’s ruling on plaintiffs’ motion for leave to file a further amended complaint in the Shareholder Securities Action. On April 22, 2026, the court further extended the stay pending resolution of the defendants’ anticipated motion to dismiss the third amended complaint in the Shareholder Securities Action.

On March 26, 2024 and March 28, 2024, respectively, the following shareholder derivative actions were filed in the Chancery Court for Davidson County, Tennessee: Todd Hellrigel v. Todd J. Vasos et al. (Case No. 24-0392-I) (“Hellrigel"); Steve Southwell v. Todd Vasos, et al. (Case No. 24-0379-I) (“Southwell”) (collectively, the “State Court Shareholder Derivative Litigation”). The claims in the State Court Shareholder Derivative Litigation include allegations that certain of the Company’s current and former officers and directors (i) violated their fiduciary duties by misrepresenting the impact of alleged store labor, inventory pricing and other practices on the Company’s financial results, prospects, and reputation, as well as creating a risk of adverse regulatory action; (ii) were unjustly enriched; and (iii) that Mr. Vasos, Mr. Garratt, Warren Bryant, and Ms. Fili-Krushel violated their fiduciary duties by misusing material, non-public information. The relief sought is substantially the same as the relief sought in the Federal Court Derivative Shareholder Litigation. On May 20, 2024, the court entered an agreed order consolidating the Hellrigel and Southwell actions, appointing lead counsel, and staying the State Court Shareholder Derivative Litigation pending resolution of defendants’ anticipated motion to dismiss the Shareholder Securities Litigation. On July 23, 2025, the court extended the stay pending the court’s ruling on plaintiffs’ motion for leave to file a further amended complaint in the Shareholder Securities Action. On April 23, 2026, the court further extended the stay pending resolution of the defendants’ anticipated motion to dismiss the third amended complaint in the Shareholder Securities Action.

Based on information currently available, the Company believes that its pending legal matters, both individually and in the aggregate, will be resolved without a material adverse effect on the Company’s consolidated financial statements as a whole. However, litigation and other legal matters involve an element of uncertainty. Adverse decisions and settlements, including any required changes to the Company’s business, or other developments in such matters could affect the consolidated operating results in future periods or result in liability or other amounts material to the Company’s annual consolidated financial statements.

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8.	Segment reporting

The Company manages its business on the basis of one reportable operating segment. As of ~~October~~May 311, ~~2025~~2026, the Company’s retail store operations were primarily located within the United States. Certain product sourcing and other operations are located outside the United States, which collectively are not material with regard to assets, results of operations or otherwise to the consolidated financial statements. The following net sales data is presented in accordance with accounting standards related to disclosures about segments of an enterprise.

13 Weeks Ended

~~39 Weeks Ended~~

~~October~~May 311,

~~November~~May 12,

~~October 31,~~

~~November 1,~~

(in thousands)

~~2025~~2026

~~2024~~2025

~~2025~~

~~2024~~

Classes of similar products:

Consumables

8,~~824~~892,~~584~~468

8,~~445~~636,~~659~~680

~~26,281,183~~

~~25,053,726~~

Seasonal

~~992~~1,~~234~~084,343

~~940~~1,~~233~~022,943

~~3,121,236~~

~~2,958,509~~

Home products

~~550~~522,~~719~~978

~~522~~507,~~355~~176

~~1,569,737~~

~~1,481,369~~

Apparel

~~281~~287,~~913~~176

~~275~~269,~~181~~180

~~841,010~~

~~814,206~~

Net sales

10,~~649~~786,~~450~~965

10,~~183~~435,~~428~~979

~~31,813,166~~

~~30,307,810~~

The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer. The measure of profit or loss utilized by the CODM in assessing segment performance and allocating resources is net income as presented on the Company’s consolidated statements of income. The measure of segment assets is reported on the balance sheet as total consolidated assets. Net income is used to evaluate income generated from the use of segment assets which aids in the determination of the allocation of Company resources. Net income is also utilized to monitor budget versus actual results. The following is a reconciliation of segment revenue and significant segment expenses to net income, the measure of profit or loss:

13 Weeks Ended

~~39 Weeks Ended~~

~~October~~May 311,

~~November~~May 12,

~~October 31,~~

~~November 1,~~

(in thousands)

~~2025~~2026

~~2024~~2025

~~2025~~

~~2024~~

Net sales

10,~~649~~786,~~450~~965

10,~~183~~435,~~428~~979

~~31,813,166~~

~~30,307,810~~

Less:

Shrink included in cost of goods sold

~~141~~153,~~279~~174

~~226~~176,~~400~~103

~~463,968~~

~~704,052~~

Cost of goods sold, excluding shrink(b)

7,~~323~~223,~~841~~319

7,~~020~~028,~~728~~588

~~21,571,912~~

~~20,615,830~~

Interest expense, net

5547,~~935~~238

6764,~~849~~604

~~178,266~~

~~208,412~~

Income tax expense

87147,~~259~~151

59119,~~424~~581

~~333,115~~

~~277,420~~

Other segment items (a)(b)

2,~~758~~771,~~479~~956

2,~~612~~655,~~498~~175

~~8,179,894~~

~~7,568,060~~

Consolidated net income

~~282~~444,~~657~~127

~~196~~391,~~529~~928

~~1,086,011~~

~~934,036~~

(a) Other segment items include all remaining SG&A expenses and other (income) expense as disclosed in the consolidated statements of income which were not deemed individually significant for disclosure. These expense items include rent expense as disclosed in Note 4.

(b) Depreciation and amortization expense included in cost of goods sold, SG&A expenses and interest expense, net was approximately $~~266~~270.38 million and $~~247~~252.08 million for the 13-week periods ended ~~October~~May ~~31, 2025 and November~~ 1, ~~2024,~~2026 ~~respectively~~ and ~~$776.0~~May ~~million and $718.1 million for the 39-week periods ended October 31~~2, 2025 ~~and November 1~~, ~~2024,~~ respectively.

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9.	Common stock transactions

As of May 21, ~~2025~~2026, the Company had approximately $1.38 billion available under its Board of Directors (“Board”) authorized common stock repurchase program. The repurchase authorization has no expiration date and allows repurchases from time to time in open market transactions, including pursuant to trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or in privately negotiated transactions. The timing, manner and number of shares repurchased will depend on a variety of factors, including price, market conditions, compliance with the covenants and restrictions under the Company’s debt agreements, cash requirements, excess debt capacity, results of operations, financial condition and other factors. Repurchases under the program may be funded from available cash or borrowings, including under the Revolving Facility and issuance of CP Notes discussed in further detail in Note 5, or otherwise.

During the 3913-week periods ended ~~October~~May 311, ~~2025~~2026 and ~~November~~May 12, ~~2024~~2025, the Company repurchased no shares of its common stock in the open market.

The Company paid a cash dividend of $0.59 per share ~~for~~during ~~each of~~ the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026. In ~~December~~June ~~2025~~2026, the Board declared a quarterly cash dividend of $0.59 per share, which is payable on or before ~~January~~July 2021, 2026, to shareholders of record on ~~January~~July 67, 2026. The amount and declaration of future cash dividends is subject to the sole discretion of the Board and will depend upon, among other things, the Company’s results of operations, cash requirements, financial condition, contractual restrictions, excess debt capacity, and other factors that the Board may deem relevant in its sole discretion.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Dollar General Corporation

Results of Review of Interim Financial Statements

We have reviewed the accompanying consolidated balance sheet of Dollar General Corporation and subsidiaries (the Company) as of ~~October~~May 311, ~~2025~~2026, the related consolidated statements of income, comprehensive income, ~~and~~ shareholders’ equity ~~for the thirteen~~ and ~~thirty-nine week periods ended October 31, 2025 and November 1, 2024, and~~ cash flows for the thirteen ~~thirty-nine~~ week periods ended ~~October~~May 311, ~~2025~~2026 and ~~November~~May 12, ~~2024,~~2025 and the related notes (collectively referred to as the “consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet of the Company as of January 3130, ~~2025~~2026, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for the year then ended, and the related notes (not presented herein); and in our report dated March 2120, ~~2025~~2026, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of January 3130, ~~2025~~2026, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.


	/s/ Ernst & Young LLP

Nashville, Tennessee
December 4, 2025
June 2, 2026

2019

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

General

This discussion and analysis is based on, should be read with, and is qualified in its entirety by, the accompanying unaudited consolidated financial statements and related notes, as well as our consolidated financial statements and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations as contained in our Annual Report on Form 10-K for the fiscal year ended January 3130, ~~2025~~2026. It also should be read in conjunction with the disclosure under “Cautionary Disclosure Regarding Forward-Looking Statements” in this report.

Executive Overview

We are the largest discount retailer in the United States by number of stores, with 2021,~~901~~055 stores located in 48 U.S. states and Mexico as of ~~October~~May 311, ~~2025~~2026, with the greatest concentration of stores in the southern, southwestern, midwestern and eastern United States. We offer a broad selection of merchandise, including consumable products such as food, paper and cleaning products, health and beauty products and pet supplies, and non-consumable products such as seasonal merchandise, home decor and domestics, and basic apparel. Our merchandise includes national brands from leading manufacturers, as well as our own private brand selections with prices often at substantial discounts to national brands. We offer our customers these national brand and private brand products at everyday low prices (typically $10 or less) from our convenient small-box locations.

We believe our convenient store formats, locations, and broad selection of high-quality products at compelling values have driven our substantial growth and financial success over the years and through a variety of economic cycles. We are mindful that the majority of our customers are value-conscious, and many have low and/or fixed incomes. As a result, we are intensely focused on helping our customers make the most of their spending dollars. The primary macroeconomic factors that affect our core customers include unemployment and underemployment rates, inflation (including, but not limited to, high or rising gas prices), wage growth, changes in federal and state tax policies, interest rates, changes in U.S. and global trade policy (including ~~price increases~~ resulting ~~from~~price ~~tariffs~~increases), and changes in U.S. government policy and assistance programs (including cost of living adjustments and work requirements), such as SNAP, unemployment benefits, and economic stimulus programs. In May 2025, the federal government reinstated collections on defaulted student loans, and the impact on our customers and consequently on our business is uncertain at this time, and we can make no assurance that it will not be material. Finally, significant unseasonable or unusual weather patterns or extreme weather can impact customer shopping behaviors.

Uncertainty remains regarding the potential impact of tariffs on consumer behavior and our business. Tariff rates on both direct imports and domestic purchases did not materially impact our financial results for the first ~~three~~quarter ~~quarters~~ of ~~2025~~2026. ~~Currently~~The ~~announced~~ tariff ~~rates~~environment remains dynamic, asand ~~well~~the asspecific ~~any~~tariffs applicable to goods imported by us and our suppliers into the U.S. may continue to evolve. Tariff rate increases or expansions of tariff coverage affecting the products that we sell, could have a ~~more~~ significant impact on our business and on our customers’ budgets. ~~However,~~We ~~the~~continue ~~tariff~~to ~~environment~~monitor ~~remains~~developments ~~dynamic,~~ and will evaluate the ~~specific~~impact ~~tariffs~~of ~~applicable~~any totariff ~~goods~~rate ~~imported~~changes byon usour business and ~~our~~take ~~suppliers~~action ~~into~~to ~~the~~mitigate Usuch impact.S. ~~may~~There ~~continue~~can tobe ~~evolve.~~no Weassurance ~~continue~~we towill ~~monitor~~be ~~developments~~successful ~~and~~in toour ~~evaluate~~efforts, ~~and~~or ~~implement~~that ~~mitigation~~price ~~strategies~~increases, toif ~~address~~they ~~the~~become ~~potential~~necessary, ~~sales~~will ~~and~~not ~~margin~~adversely ~~impact~~affect ofcustomer ~~current~~behavior. ~~and~~Following ~~potential~~the ~~future~~February ~~tariffs~~20, as2026 ~~well~~decision asby tothe ~~take~~United ~~various~~States ~~actions~~Supreme ~~designed~~Court toinvalidating ~~minimize~~certain ~~price~~tariffs ~~increases~~imposed ~~for~~under ~~our~~the ~~customers.~~International ~~There~~Emergency ~~can~~Economic bePowers noAct, ~~assurance~~ we ~~will~~submitted beclaims ~~successful~~with inU.S. ~~our~~Customs ~~efforts,~~and orBorder ~~that~~Protection ~~price~~seeking ~~increases~~refunds ~~will~~for ~~not~~such ~~adversely~~tariffs ~~affect~~that ~~customer~~we ~~behavior~~previously paid. The exact timing and amount of refunds remain subject to uncertainty.

Our core customers are often among the first to be affected by negative or uncertain economic conditions and among the last to feel the effects of improving economic conditions, particularly when trends are inconsistent and of an uncertain duration. Our customers continue to feel constrained in the current macroeconomic environment and to experience 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 food), which we expect will continue to pressure our customers’ spending overall ~~and particularly in our non-consumables categories~~. ~~The promotional environment in 2025 continues to be similar to that in 2024.~~

We remain committed to our long-term operating priorities as we consistently strive to improve our performance while retaining our customer-centric focus. 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 the growth and development of our teams.

2120

We seek to drive profitable sales growth through initiatives aimed at increasing customer traffic and average transaction amount. 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 been ~~the~~ key drivers of more profitable sales growth and average transaction amount. Our sales mix remains heavily weighted towards consumables, although wenon-consumables ~~saw~~have ~~slight~~outpaced ~~improvement~~consumables in ~~our year~~same-~~to-date~~store sales ~~mix~~growth asfor of the ~~third~~last ~~quarter~~five asconsecutive ~~compared to the same period last year~~quarters. Certain of our initiatives are intended to better optimize our sales mix; however, there can be no assurances that these efforts will be successful.

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 (which helped to partially mitigate our significant fuel costs), as well as pricing and markdown optimization, the DG Media Network (our platform that connects brand partners with our customers), effective category management and inventory reduction efforts, distribution and transportation efficiencies, private brands penetration and global sourcing strategies. Several of our strategic and other sales-driving initiatives are also designed to capture growth opportunities ~~and are discussed in more detail below~~.

WeInventory ~~continue~~shrink tohas ~~experience~~significantly ~~significant~~improved from elevated levels ofin ~~inventory~~recent ~~shrink~~years, and although damages. ~~However~~remain elevated, we have made progress in reducing ~~shrink~~damages for ~~five consecutive quarters, and we began to see improvement in damages during~~ the ~~first~~last ~~three~~five ~~quarters~~consecutive ~~of 2025~~quarters. We continue to ~~take~~implement actions designed to ~~address~~drive sustained improvement in both shrink and ~~damage levels~~damages.

We continue to implement and invest in certain strategic initiatives ~~that~~intended weto ~~believe will help~~ drive profitable sales growth with both new and existing customers and capture long-term growth opportunities. Such ~~opportunities~~initiatives include providing our customers with a variety of shopping access points and even greater value and convenience by leveraging and developing digital tools and technology, such as our Dollar General app, which contains a variety of tools to enhance the shopping experience. We remain focused on enhancing both the in-store and digital shopping experience, while driving operational efficiency. ~~Partnerships~~The ~~with third-party~~ delivery ~~services~~component ~~are available in the majority~~ of our ~~stores,~~digital ~~providing~~initiatives ~~added~~contributes ~~convenience~~meaningfully ~~and~~to ~~incremental~~our ~~sales.~~comparable ~~Additionally,~~store insales ~~September~~performance. ~~2024, we partnered with a third~~Third-party ~~provider to fully execute a same-day home~~ delivery ~~offering~~services ~~through~~and ~~our~~myDG® DGDelivery ~~app~~are ~~and~~available ~~website~~ in ~~select~~the ~~stores.~~majority Weof ~~have~~our ~~significantly~~stores, ~~expanded~~providing ~~this~~added ~~offering~~convenience toand ~~additional~~incremental ~~stores throughout 2025~~sales. ~~Furthermore,~~We we believe these digital efforts will contribute to the continued growth of our DG Media Network~~, our platform that connects brand partners with our customers~~.

InWe ~~2025,~~have wecontinued ~~expanded~~ our efforts to improve the performance and profitability of our mature stores through ~~the~~our ~~rollout~~remodel ofprogram, anwhich ~~incremental~~includes ~~remodel~~both ~~program,~~full remodels under Project Renovate and partial remodels under Project Elevate. ~~This~~Together, ~~partial-~~these remodel ~~initiative~~programs isare designed to refresh and optimize ~~the~~ merchandising ~~in our stores,~~ and instore ~~turn~~presentation, enhance the shopping experience for our customers, ~~while~~and ~~also~~ potentially ~~mitigating~~mitigate future repairs and maintenance expense. ~~Project Elevate remodels are incremental to our full-remodel program, Project Renovate.~~

We also remain focused on capturing growth opportunities. In ~~the third quarter of 2025~~2026, we ~~opened a total of 196 new stores, remodeled 651 stores through Project Elevate and 524 stores through Project Renovate, relocated 8 stores and closed 41 stores. In 2025, we~~ plan to open approximately ~~575~~450 new stores (as well as upapproximately to10 15 stores in Mexico), ~~fully~~ remodel approximately 2,000 stores through Project Renovate, ~~partially~~ remodel approximately 2,250 stores through Project Elevate, and relocate approximately 4520 stores, for a total of 4,~~885~~730 real estate projects. InAs ~~2026,~~part weof this plan, toin ~~open~~the ~~approximately~~first ~~450~~quarter ~~new~~of ~~stores~~2026 ~~(as~~we ~~well~~opened asa ~~approximately~~total 10of ~~stores~~195 innew ~~Mexico)~~stores, ~~fully~~including ~~remodel~~5 ~~approximately~~stores 2in Mexico,~~000~~ remodeled 659 stores through Project Renovate, ~~with~~and an711 ~~additional 2,250~~ stores ~~partially remodeled~~ through Project Elevate, ~~and~~relocated ~~relocate~~6 ~~approximately 20~~ stores, ~~for~~and aclosed ~~total~~33 ~~of 4,730 real estate projects~~stores.

~~pOpshelf~~We isexpect astore ~~unique~~format ~~retail~~innovation ~~concept~~to ~~focused~~allow onus ~~categories~~to ~~such~~capture asadditional ~~seasonal~~growth ~~and~~opportunities ~~home~~as ~~décor,~~we ~~health~~continue ~~and~~to ~~beauty,~~utilize ~~home~~the ~~cleaning~~most ~~supplies,~~productive ~~and~~of ~~party~~our ~~and~~various ~~entertainment~~Dollar ~~goods.~~General Instore ~~light~~formats ofbased on the ~~softer~~specific ~~discretionary~~market ~~sales~~opportunity. ~~environment~~In 2026, we ~~previously~~are ~~converted~~utilizing ~~certain~~store ~~pOpshelf~~formats ~~stores~~averaging toapproximately ~~Dollar General stores~~8,500 ~~and~~square dofeet ~~not~~of ~~believe~~selling ~~opening~~space ~~new~~for ~~pOpshelf~~the ~~stores~~significant inmajority ~~2025 or 2026 is a prudent use~~ of ~~capital~~new stores. AtThese ~~the~~formats ~~end~~allow offor ~~the~~expanded ~~third~~high-capacity-cooler ~~quarter of 2025~~counts, wean ~~operated~~extended ~~180~~queue ~~standalone~~line, ~~pOpshelf~~and ~~stores.~~a Webroader ~~continue~~product toassortment, ~~take~~including ~~focused~~an ~~actions~~enhanced ~~designed~~non-consumable tooffering, ~~improve~~a ~~the~~larger ~~performance~~health ofand ~~pOpshelf~~beauty ~~stores~~section, ~~although~~and ~~there~~produce ~~can~~in beselect ~~no assurances that our efforts will be successful~~stores.

WeFinally, ~~expect~~pOpshelf, ~~store~~our ~~format~~unique ~~innovation~~retail toconcept ~~allow~~focused uson tocategories ~~capture~~such ~~additional growth opportunities~~ as weseasonal ~~continue~~and tohome ~~utilize~~décor, ~~the~~health ~~most~~and ~~productive~~beauty, ofhome ~~our~~cleaning ~~various~~supplies, ~~Dollar~~and ~~General~~party ~~store~~and ~~formats~~entertainment ~~based~~goods, onrepresents ~~the~~an ~~specific~~additional ~~market~~potential growth opportunity. InAt ~~2025 and 2026 we expect~~ the ~~significant~~end ~~majority~~ of the ~~new~~first ~~stores~~quarter ~~to be in one~~ of ~~our 8~~2026,~~500~~ ~~square~~we ~~foot~~operated ~~formats.~~180 ~~These~~standalone ~~formats~~pOpshelf ~~allow~~stores. ~~for~~We ~~expanded~~continue ~~high-capacity-cooler~~to ~~counts,~~take anfocused ~~extended~~actions ~~queue~~designed ~~line,~~to ~~and~~improve athe ~~broader~~performance ~~product~~of ~~assortment,~~pOpshelf ~~including an enhanced non-consumable offering~~stores, aalthough ~~larger~~there ~~health~~can ~~and~~be ~~beauty~~no ~~section,~~assurances ~~and~~that ~~produce~~our inefforts ~~select~~will ~~stores~~be successful.

We always seek ways to reduce or control costs that do not affect our customers’ shopping experiences. We plan to continue enhancing our position as a low-cost operator over time while employing ongoing cost discipline to reduce certain expenses as a percentage of sales. Nonetheless, we seek to maintain flexibility to invest in the business as

We are always seeking ways to reduce or control costs that do not affect our customers’ shopping experiences. We plan to continue enhancing our position as a low-cost operator over time while employing ongoing cost discipline to reduce certain expenses as a percentage of sales. Nonetheless, we seek to maintain flexibility to invest in the business as necessary to enhance our long-term competitiveness and profitability. From time to time, our strategic initiatives, including without limitation those discussed above, have required and may continue to require us to incur upfront expenses for which there may not be an immediate return in terms of sales or enhanced profitability.

Certain of our operating expenses, such as wage rates, ~~occupancy costs~~ and ~~depreciation~~occupancy ~~and amortization~~costs, have continued to increase in recent years, due primarily to market forces such as labor availability, increases in minimum wage rates, inflation, ~~and increases in~~ property rents and interest rates. Significant or rapid increases to federal, state or local minimum wage rates or salary levels could significantly adversely affect our earnings if we are not able to otherwise offset these increased labor costs elsewhere in our business.

We believe ongoing inflationary pressures could continue to affect our vendors and customers and our operating results. Both inflation and higher interest rates have significantly increased new store opening costs and occupancy costs in recent years, and, while ~~we continue to have strong~~ new store returns ~~and~~remain ~~plan to grow our store base significantly in 2025 and 2026~~strong, these increased costs have negatively impacted our projected new store returns and influenced our new store growth plans. Furthermore, we incurred significantly higher fuel costs in the first quarter of 2026, and we expect this trend to continue for an uncertain duration.

Our 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, 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 continue reducing our ~~higher than targeted~~ store manager turnover, including ~~through~~enhancing ~~budgeting~~training ~~and~~execution, ~~allocation~~improving ofstore ~~labor~~conditions ~~hours,~~and simplifying in-store activities~~, and reducing excess inventory~~.

To further enhance shareholder returns, we pay a quarterly cash dividend. The declaration and amount of future dividends are subject to Board discretion and approval, although we currently expect to continue paying quarterly cash dividends. As planned, to preserve our investment grade credit rating and maintain financial flexibility, we do not intend to repurchase shares during 2025.

Key Performance Indicators

We utilize key performance indicators, which are defined below, in the management of our business including same-store sales, average sales per square foot, and inventory turnover. We use these measures to maximize profitability and for decisions about the allocation of resources. Each of these measures is commonly used by investors in retail companies to measure the health of the business.

Same-store sales are calculated based upon our stores that were open at least 13 full fiscal months and remain open at the end of the reporting period. We include stores that have been remodeled, expanded or relocated in our same-store sales calculation. Changes in same-store sales are calculated based on the comparable 52 calendar weeks in the current and prior years. The method of calculating same-store sales varies across the retail industry. As a result, our calculation of same-store sales is not necessarily comparable to similarly titled measures reported by other companies.

13 Weeks Ended

~~39 Weeks Ended~~

~~October~~May 311,

~~November~~May 12,

~~October 31,~~

~~November 1,~~

~~2025~~2026

~~2024~~2025

~~2025~~

~~2024~~

Same-store sales

2.50

12.34

~~2.6~~

~~1.4~~

Average sales per square foot is calculated based on total sales for the preceding four quarters as of the ending date of the reporting period divided by the average selling square footage as of the end of the most recent five quarters.


	~~October~~May 311,		~~November~~May 12,
	~~2025~~2026		~~2024~~2025
Average sales per square foot	$	~~267~~271	$	~~263~~265

Inventory turnover is calculated based on total cost of goods sold for the preceding four quarters as of the ending date of the reporting period divided by the average inventory balance as of the end of the most recent five quarters.


	~~October~~May 311,	~~November~~May 12,
	~~2025~~2026	~~2024~~2025
Inventory turnover	4.45	4.02

Results of Operations

Accounting Periods. We utilize a 52-53 week fiscal year convention that ends on the Friday nearest to January 31. The following text contains references to years ~~2025~~2026 and ~~2024~~2025, which represent the 52-week fiscal years ending or ended January 3029, ~~2026~~2027 and January 3130, ~~2025~~2026, respectively. References to the ~~third~~first quarter accounting periods for ~~2025~~2026 and ~~2024~~2025 contained herein refer to the 13-week accounting periods ended ~~October~~May 311, ~~2025~~2026 and ~~November~~May 12, ~~2024~~2025, respectively.

Seasonality. The nature of our business is somewhat seasonal. Primarily because of sales of Christmas-related merchandise, operating profit in our fourth quarter (November, December and January) has historically been higher than operating profit achieved in each of the first three quarters of the fiscal year. ~~However, this was not the case in our two most recently completed fiscal years.~~ Expenses, and to a greater extent operating profit, vary by quarter. Results of a period shorter than a full year may not be indicative of results expected for the entire year. Furthermore, the seasonal nature of our business may affect comparisons between periods.

The following tables contain results of operations data for the ~~third~~first 13-week periods ~~and the 39-week periods~~ of ~~2025~~2026 and ~~2024~~2025, and the dollar and percentage variances among those periods. Basis point amounts referred to below are equal to 0.01% as a percentage of net sales:

13 Weeks Ended

~~39 Weeks Ended~~

(amounts in millions, except

~~October~~May 311,

~~November~~May 12,

~~October 31,~~

~~November 1,~~

per share amounts)

~~2025~~2026

~~2024~~2025

Change

~~2025~~

~~2024~~

~~Change~~

Net sales

10,~~649~~787.50

10,~~183~~436.40

43.64

~~31,813.2~~

~~30,307.8~~

~~5.0~~

Cost of goods sold

7,~~465~~376.15

7,~~247~~204.17

32.04

~~22,035.9~~

~~21,319.9~~

~~3.4~~

Gross profit

3,~~184~~410.35

23,~~936~~231.3

85.45

~~9,777.3~~

~~8,987.9~~

~~8.8~~

Selling, general and administrative expenses

2,~~758~~772.50

2,~~612~~655.52

54.64

~~8,179.9~~

~~7,568.1~~

~~8.1~~

Operating profit

~~425~~638.95

~~323~~576.81

3110.58

~~1,597.4~~

~~1,419.9~~

~~12.5~~

Interest expense, net

5547.92

6764.86

(1726.69)

~~178.3~~

~~208.4~~

~~(14.5)~~

Income before income taxes

~~369~~591.93

~~256~~511.05

4415.56

~~1,419.1~~

~~1,211.5~~

~~17.1~~

Income tax expense

87147.32

59119.46

4623.81

~~333.1~~

~~277.4~~

~~20.1~~

Net income

~~282~~444.71

~~196~~391.59

4313.83

~~1,086.0~~

~~934.0~~

~~16.3~~

Diluted earnings per share

12.2800

01.8978

4312.84

~~4.92~~

~~4.24~~

~~16.0~~


	13 Weeks Ended					~~39 Weeks Ended~~
	~~October~~May 311,		~~November~~May 12,		Basis Point	~~October 31,~~		~~November 1,~~		~~Basis Point~~
(Percent of Net Sales)	~~2025~~2026		~~2024~~2025		Change	~~2025~~		~~2024~~		~~Change~~
Net sales	100.00	%	100.00	%		~~100.00~~	%	~~100.00~~	%
Cost of goods sold	7068.1038		7169.1704		(~~107~~65)	~~69.27~~		~~70.34~~		~~(108)~~
Gross profit	2931.9062		2830.8396		~~107~~65	~~30.73~~		~~29.66~~		~~108~~
Selling, general and administrative expenses	25.9070		25.6544		25	~~25.71~~		~~24.97~~		74
Operating profit	45.0092		35.1852		8240	~~5.02~~		~~4.68~~		34
Interest expense, net	0.5344		0.6762		(1418)	~~0.56~~		~~0.69~~		~~(13)~~
Income before income taxes	35.4748		24.5190		9658	~~4.46~~		~~4.00~~		46
Income tax expense	01.8236		01.5815		2422	~~1.05~~		~~0.92~~		13
Net income	24.6512	%	13.9376	%	7236	~~3.41~~	%	~~3.08~~	%	33

2413 WEEKS ENDED MAY 1, 2026 AND MAY 2, 2025

13Net ~~WEEKS~~Sales. ~~ENDED~~For ~~OCTOBER~~the 312026 period, net sales increased 3.4% to $10.79 billion. The net sales increase in the 2026 period was primarily due to sales from new stores and a same-store sales increase of 2.0% compared to the 2025 ~~AND~~period, ~~NOVEMBER~~partially offset by the impact of store closures. The increase in same-store sales reflects a 1.4% increase in customer traffic and a 0.5% increase in average transaction amount. The increase in average transaction amount was driven by higher average retail prices offset by a decrease in items per transaction. Same-store sales increased in the consumables, ~~2024~~seasonal, apparel and home products categories. For the 2026 period, there were 20,339 same-stores, which accounted for sales of $10.50 billion.

~~Net~~The ~~Sales.~~amount ~~For~~of ~~the 2025 period,~~ net sales ~~increased~~represented ~~4.6%~~by toeach ~~$10.65~~of ~~billion.~~our ~~The~~product ~~net~~categories ~~sales~~for ~~increase in~~ the ~~2025~~13 ~~period~~weeks ~~was~~ended ~~primarily~~May ~~due~~1, to2026, ~~sales from new stores~~ and aMay ~~same-store sales increase of~~ 2~~.5%~~, ~~compared to the 2024 period~~2025, ~~partially~~as ~~offset~~well byas the ~~impact~~percentage ~~of store closures. The increase in same-store sales reflects a 2.5% increase in customer traffic and a flat average transaction amount. The~~ change inbetween ~~the~~such ~~average transaction amount was driven by an increase in average retail prices offset by a decrease in items per transaction. Same-store sales increased in the consumables~~periods, ~~seasonal, home products and apparel categories. For the 2025 period, there~~ were ~~20,095~~as ~~same-stores, which accounted for sales of $10.32 billion.~~ follows:

The amount of net sales represented by each of our product categories for the 13 weeks ended October 31, 2025, and November 1, 2024, as well as the percentage change between such periods, were as follows:23


	13 Weeks Ended
	~~October~~May 311,		~~November~~May 12,		%
(amounts in millions)	~~2025~~2026		~~2024~~2025		Change
Net sales by category:
Consumables	$	8,~~824~~892.65	$	8,~~445~~636.7	43.50	%
Seasonal		~~992~~1,084.23		~~940~~1,022.29	56.50
Home products		~~550~~523.70		~~522~~507.42	53.41
Apparel		~~281~~287.92		~~275~~269.2	26.47
Net sales	$	10,~~649~~787.50	$	10,~~183~~436.40	43.64	%

The percentage of net sales represented by each of our product categories for the 13 weeks ended ~~October~~May 311, ~~2025~~2026, and ~~November~~May 12, ~~2024~~2025, were as follows:


	13 Weeks Ended
	~~October~~May 311,		~~November~~May 12,
	~~2025~~2026		~~2024~~2025
Net sales by category:
Consumables	82.8644	%	82.9476	%
Seasonal	910.3205		9.2380
Home products	54.1785		54.1386
Apparel	2.6566		2.7058
Net sales	100.00	%	100.00	%

Gross Profit. For the ~~2025~~2026 period, gross profit increased by 85.45%, and as a percentage of net sales increased by ~~107~~65 basis points to 2931.96%, compared to the ~~2024~~2025 period. The increase in the gross profit rate was driven primarily by higher inventory markups, and lower shrink and damages, partially offset by an increased ~~LIFO~~markdowns ~~provision~~and transportation costs.

Selling, General & Administrative Expenses (“SG&A”). SG&A was 25.97% as a percentage of net sales in the ~~2025~~2026 period compared to 25.74% in the comparable ~~2024~~2025 period, an increase of 25 basis points. The primary expenses that were a higher percentage of net sales in the current year period were ~~incentive~~depreciation ~~compensation~~and amortization, ~~repairs~~utilities, and ~~maintenance~~property ~~and utilities~~taxes, partially offset by alower ~~decrease~~incentive ~~in hurricane-related costs~~compensation.

Interest Expense, net. Interest expense, net decreased by $1117.94 million to $5547.92 million in the ~~2025~~2026 period primarily due to lower average outstanding borrowings.

Income Taxes. The effective income tax rate for the ~~2025~~2026 period was 2324.69% compared to a rate of 23.24% for the ~~2024~~2025 period. The tax rate for the ~~2025~~2026 period was higher than the comparable ~~2024~~2025 period primarily due to ~~the~~expired ~~enactment~~federal oftax ~~Pillar~~credits, ~~Two~~partially ~~minimum~~offset ~~tax~~by indecreased aexpense ~~certain~~from ~~jurisdiction~~stock-based compensation.

39 WEEKS ENDED OCTOBER 31, 2025 AND NOVEMBER 1, 2024

Net Sales. For the 2025 period, net sales increased 5.0% to $31.81 billion. The net sales increase in the 2025 period was primarily due to sales from new stores and a same-store sales increase of 2.6% compared to the 2024 period, partially offset by the impact of store closures. The increase in same-store sales reflects a 1.3% increase in customer traffic and a 1.3% increase in average transaction amount. The increase in average transaction amount was driven by higher average retail prices and an increase in items per transaction. Same-store sales increased in the consumables, seasonal, home products and apparel categories. For the 2025 period, there were 20,095 same-stores which accounted for sales of $30.69 billion.

The amount of net sales represented by each of our product categories for the 39 weeks ended October 31, 2025, and November 1, 2024, as well as the percentage change between such periods, were as follows:


	39 Weeks Ended
	October 31,		November 1,		%
(amounts in millions)	2025		2024		Change
Net sales by category:
Consumables	$	26,281.2	$	25,053.7	4.9	%
Seasonal		3,121.2		2,958.5	5.5
Home products		1,569.7		1,481.4	6.0
Apparel		841.0		814.2	3.3
Net sales	$	31,813.2	$	30,307.8	5.0	%

The percentage of net sales represented by each of our product categories for the 39 weeks ended October 31, 2025, and November 1, 2024, were as follows:


	39 Weeks Ended
	October 31,		November 1,
	2025		2024
Net sales by category:
Consumables	82.62	%	82.66	%
Seasonal	9.81		9.76
Home products	4.93		4.89
Apparel	2.64		2.69
Net sales	100.0	%	100.0	%

Gross Profit. For the 2025 period, gross profit increased by 8.8%, and as a percentage of net sales increased by 108 basis points to 30.7%, compared to the 2024 period. The increase in the gross profit rate was driven primarily by lower shrink and higher inventory markups, partially offset by an increased LIFO provision.

Selling, General & Administrative Expenses. SG&A was 25.7% as a percentage of net sales in the 2025 period compared to 25.0% in the comparable 2024 period, an increase of 74 basis points. The primary expenses that were a higher percentage of net sales in the current year period were incentive compensation and repairs and maintenance, partially offset by a decrease in hurricane-related costs.

Interest Expense, net. Interest expense, net decreased by $30.1 million to $178.3 million in the 2025 period primarily due to lower average outstanding borrowings.

Income Taxes. The effective income tax rate for the 2025 period was 23.5% compared to a rate of 22.9% for the 2024 period. The tax rate for the 2025 period was higher than the comparable 2024 period primarily due to the enactment of Pillar Two minimum tax in a certain jurisdiction.

Liquidity and Capital Resources

We believe our cash flow from operations and existing cash balances, combined with availability under the unsecured revolving credit facility (the “Revolving Facility”), the unsecured commercial paper notes (the “CP Notes”) and access to the debt markets, will provide sufficient liquidity to fund our current obligations, projected working capital requirements, capital spending, and anticipated dividend payments for a period that includes the next twelve months as well as the next several years. However, our ability to maintain sufficient liquidity may be affected by numerous factors, many of which are outside of our control. Depending on our liquidity levels, conditions in the capital markets and other factors, we may from time to time consider the issuance of debt, equity or other securities, the proceeds of which could provide additional liquidity for our operations. All of our material borrowing arrangements are described in greater detail in Note 5 to the unaudited consolidated financial statements.

InOur ~~April~~borrowing ~~2025,~~availability weunder ~~redeemed~~ the ~~$500.0~~Revolving ~~million~~Facility ~~aggregate~~may ~~principal~~be ~~amount~~effectively oflimited ~~outstanding~~by ~~4.15%~~our ~~senior~~CP ~~notes~~Notes ~~due~~as ~~November~~further ~~2025.~~described Inin ~~September~~Note ~~2025,~~5 weto ~~redeemed~~ the ~~$600.0~~unaudited ~~million~~consolidated ~~aggregate~~financial ~~principal~~statements. ~~amount~~For of the ~~outstanding~~remainder ~~3.875%~~of ~~senior~~fiscal ~~notes due April 2027. In addition~~2026, we ~~have~~anticipate ~~provided~~potential ~~notice~~combined toborrowings under the ~~trustee~~Revolving ofFacility and our ~~$550.0~~CP ~~million~~Notes ~~aggregate principal amount of outstanding 4.625% due November 2027, that we intend~~ to ~~redeem~~be ~~the~~a ~~entire~~maximum ~~principal amount~~ of ~~such~~approximately ~~notes~~$400 inmillion ~~the~~outstanding ~~fourth~~at ~~quarter.~~any Weone ~~expect to use cash on hand for this redemption~~time.

Our borrowing availability under the Revolving Facility may be effectively limited by our CP Notes as further described in Note 5 to the unaudited consolidated financial statements. For the remainder of fiscal 2025, we anticipate potential combined borrowings under the Revolving Facility and our CP Notes to be a maximum of approximately $400 million outstanding at any one time.24

Current Financial Condition / Recent Developments

Our inventory balance represented approximately 4544% of our total assets, exclusive of operating lease assets, goodwill and other intangible assets, as of ~~October~~May 311, ~~2025~~2026. Our ability to effectively manage our inventory balances can have a significant impact on our cash flows from operations during a given fiscal year, as discussed below. Inventory purchases are often somewhat seasonal in nature, such as the purchase of warm-weather or Christmas-related merchandise. Efficient management of our inventory has been and continues to be an area of focus for us.

From time to time, we are involved in various legal matters as discussed in Note 7 to the unaudited consolidated financial statements, some of which could potentially result in material cash payments. Adverse developments in these matters could materially and adversely affect our liquidity.

Our current credit ratings, as well as future rating agency actions, could (i) impact our ability to finance our operations on satisfactory terms; (ii) affect our financing costs; and (iii) affect our insurance premiums and collateral requirements necessary for our self-insured programs. There can be no assurance that we will maintain or improve our current credit ratings, particularly, if we are unable to lower our leverage ratios to levels and within time frames deemed acceptable to the rating agencies. The credit ratings for our borrowings are as follows:


Rating Agency	Senior unsecured debt rating	Commercial paper rating	Outlook
Moody’s	Baa3	P-3	Stable outlook
Standard & Poor’s	BBB	A-2	Stable outlook

Changes in Cash Flows

Unless otherwise noted, all references to the ~~2025~~2026 and ~~2024~~2025 periods in the discussion of cash flows from operating, investing and financing activities below refer to the 3913-week periods ended ~~October~~May 311, ~~2025~~2026 and ~~November~~May 12, ~~2024~~2025, respectively.

27Cash flows from operating activities. Cash flows from operating activities were $0.7 billion in the 2026 period, which represents a $131.0 million decrease compared to the 2025 period. Net income increased $52.2 million in the 2026 period compared to the 2025 period. Changes in accounts payable resulted in a $293.5 million increase in the 2026 period compared to a $35.1 million decrease in the 2025 period, due primarily to the timing of inventory receipts and related payments. Changes in merchandise inventories resulted in a $308.1 million decrease in the 2026 period as compared to an increase of $124.8 million in the 2025 period as further discussed below. Changes in accrued expenses resulted in a $113.5 million decrease in the 2026 period compared to a $3.0 million decrease in the 2025 period, due primarily to the timing of accruals and payments for incentive compensation and interest. Changes in income taxes in the 2026 period compared to the 2025 period are primarily due to the amount of income tax accrued and timing of payments.

~~Cash~~On ~~flows~~an ~~from~~ongoing ~~operating~~basis, ~~activities. Cash~~we ~~flows~~closely ~~from~~monitor ~~operating~~and ~~activities~~manage ~~were~~our ~~$2.8~~inventory ~~billion in the 2025 period~~balances, which ~~represents~~may afluctuate ~~$623.7~~from ~~million~~period ~~increase compared~~ to ~~the 2024~~ period. ~~Net~~based ~~income~~on ~~increased~~new ~~$152.0~~store ~~million~~openings, in the ~~2025~~timing ~~period~~of ~~compared~~purchases, toand ~~the~~other ~~2024 period~~factors. ~~Changes~~Total in merchandise inventories ~~resulted~~increased in5% ~~a $92.7 million decrease~~ in the ~~2025~~2026 period as compared to a decrease of ~~$147.5~~2% ~~million~~ in the ~~2024 period as further discussed below. Changes in other noncash losses resulted in a $153.8 million increase in the~~ 2025 period ~~compared to a $50~~.4 ~~million~~Percent ~~increase~~changes in ~~the~~our ~~2024~~four ~~period,~~inventory ~~primarily~~categories due to an increase in the LIFO provision. Changes in accrued expenses resulted in a $290.0 million increase in the 2025 period compared to a $137.9 million increase in the 2024 period, due primarily to the timing of accruals and payments for ~~incentive compensation and interest. Changes in accounts payable resulted in a $472.8 million increase in~~ the ~~2025~~2026 period compared to ~~a $494.8 million increase in~~ the ~~2024 period, due primarily to the timing of inventory receipts and related payments. Changes in income taxes in the~~ 2025 period ~~compared~~were toas ~~the 2024 period are primarily due to the amount of income tax accrued and timing of payments.~~follows:

On an ongoing basis, we closely monitor and manage our inventory balances, which may fluctuate from period to period based on new store openings, the timing of purchases, and other factors. Total merchandise inventories decreased 1% in the 2025 period compared to an increase of 2% in the 2024 period. Percent changes in our four inventory categories for the 2025 period compared to the 2024 period were as follows:


		13 Weeks Ended
		May 1,		May 2,
Increase (decrease)		2026		2025
Consumables		8	%	1	%
Seasonal		(1)		(5)
Home products		4		(8)
Apparel		(7)		(8)


	39 Weeks Ended
	October 31,		November 1,
Increase (decrease)	2025		2024
Consumables	—	%	1	%
Seasonal	(4)		3
Home products	(3)		3
Apparel	8		7

On a per store basis, inventories at ~~October~~May 311, ~~2025~~2026, decreased by 81.26% compared to the balances at ~~November~~May 12, ~~2024~~2025.

Cash flows from investing activities. Significant components of property and equipment purchases included the following approximate amounts:


	3913 Weeks Ended
	~~October~~May 311,		~~November~~May 12,
(amounts in millions, except store count amounts)	~~2025~~2026		~~2024~~2025
Existing stores improvements, upgrades, remodels, and relocations	$	~~540~~202.98	$	~~451~~166.17
Distribution and transportation-related capital expenditures		~~192~~62.32		~~287~~36.81
New stores primarily for leasehold improvements, fixtures and equipment		~~210~~72.57		~~258~~75.86
Information systems upgrades and technology-related projects		4811.19		3111.09
Other		152.70		80.46
Total purchases of property and equipment	$	~~1,007~~351.56	$	~~1,037~~290.19

Store Counts
New stores		~~556~~195		~~617~~156
Remodeled or relocated (a)		31,~~769~~376		1,~~448~~250

(a) Remodeled store counts include ~~1,675~~659 stores through Project Renovate and ~~2,048~~711 stores through Project Elevate.

The timing of new, remodeled and relocated store openings along with other factors may affect the relationship between such openings and the related property and equipment purchases in any given period.

WeCapital ~~now~~expenditures ~~expect~~for ~~capital~~2026 ~~spending~~are currently projected to be ~~towards~~approximately ~~the low end of our previously stated range of~~ $1.34 billion to $1.45 billion. We anticipate funding ~~2025~~2026 capital requirements with a combination of some or all of the following: existing cash balances, cash flows from operations, availability under our Revolving Facility and/or the issuance of additional CP Notes. We plan to continue to invest in store growth and development of new stores and the remodel or relocation of existing stores, including remodeling stores through Project Renovate and Project Elevate. Capital expenditures in ~~2025~~2026 are anticipated to support our store growth as well as our remodel and relocation initiatives, including capital outlays for leasehold improvements, fixtures and equipment; the construction of new stores; costs to support and enhance our supply chain initiatives for existing distribution center facilities and replacement of certain transportation related assets; technology initiatives; as well as routine and ongoing capital requirements.

~~chain~~Cash ~~initiatives~~flows ~~for~~from ~~existing~~financing ~~distribution~~activities. ~~center~~During ~~facilities~~the 2026 and ~~replacement~~2025 ofperiods, ~~certain~~we ~~transportation~~paid ~~related~~cash ~~assets;~~dividends ~~technology~~of ~~initiatives;~~$130.1 asmillion ~~well as routine~~ and ~~ongoing~~$129.8 ~~capital~~million, ~~requirements~~respectively.

Cash flows from financing activities. During the 2025 period, we had repayments of long-term obligations of $1.1 billion. During the 2025 and 2024 periods, we paid cash dividends of $389.6 million and $389.2 million, respectively.

Share Repurchase Program

As of ~~October~~May 311, ~~2025~~2026, our common stock repurchase program had a total remaining authorization of approximately $1.38 billion. The authorization allows repurchases from time to time in open market transactions, including pursuant to trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or in privately negotiated transactions. ToAlthough to preserve our investment grade credit rating and maintain financial flexibility, we ~~did~~have not ~~repurchase~~repurchased ~~any~~ shares under this program insince ~~the~~2022, ~~first~~it ~~three~~remains ~~quarters~~an important part of ~~2025~~our ~~and~~broader docapital ~~not~~allocation ~~plan~~strategy, toand ~~repurchase~~we ~~shares~~anticipate ~~during~~resuming ~~the~~share ~~remainder~~repurchases ofat the ~~year~~appropriate time. The repurchase authorization has no expiration date, and future repurchases will depend on a variety of factors, including price, market conditions, compliance with the covenants and restrictions under our debt agreements, cash requirements, excess debt capacity, results of operations, financial condition and other factors. The repurchase program may be modified or terminated from time to time at the discretion of our Board of Directors. For more about our share repurchase program, see Note 9 to the unaudited consolidated financial statements contained in Part I, Item 1 of this report.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There have been no material changes to the disclosures relating to this item from those set forth in our Annual Report on Form 10-K for the fiscal year ended January 3130, ~~2025~~2026.

ITEM 4.

CONTROLS AND PROCEDURES.

(a)Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) or Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

(b)Changes in Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) or Rule 15d-15(f)) during the quarter ended ~~October~~May 311, ~~2025~~2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We rely extensively on information systems and technology to manage our business and summarize operating results. We are in the process of implementing a new enterprise resource planning (ERP) system, which will replace significant portions of our financial and human resources systems. The ERP system is designed to accurately maintain the Company’s financial and human resources records. The implementation is occurring in phases throughout 2026 and 2027, with the consolidated financial reporting platform expected to be implemented in the second quarter of 2026 and subsequent phases to include human resources/payroll, procurement, and merchandise payables. As these implementations occur, the Company will evaluate whether the related process changes result in material changes to the design or effectiveness of internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

The information contained in Note 7 to the unaudited consolidated financial statements under the heading “Legal proceedings” contained in Part I, Item 1 of this report is incorporated herein by this reference.

ITEM 1A.

RISK FACTORS.

There have been no material changes to the disclosures relating to this item from those set forth in our Annual Report on Form 10-K for the fiscal year ended January 3130, ~~2025~~2026, other than as set forth in the discussion of certain items that have impacted or could impact our business or results of operations during ~~2025~~2026 or in the future as disclosed in the “Executive Overview” section within “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q.

ITEM 5.OTHER INFORMATION.

Insider Trading Arrangements. During our fiscal quarter ended ~~October~~May 311, ~~2025~~2026, 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).

ITEM 6.

EXHIBITS.

See the Exhibit Index to this report immediately before the signature page hereto, which Exhibit Index is incorporated by reference as if fully set forth herein.

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EXHIBIT INDEX

3.1		Amended and Restated Charter of Dollar General Corporation (effective May 28, 2021) (incorporated by reference to Exhibit 3.1 to Dollar General Corporation’s Current Report on Form 8-K dated May 26, 2021, filed with the Securities and Exchange Commission (the “SEC”) on June 1, 2021 (file no. 001-11421))
3.2		Amended and Restated Bylaws of Dollar General Corporation (effective March 23, 2023) (incorporated by reference to Exhibit 3.2 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended February 3, 2023, filed with the SEC on March 24, 2023 (file no. 001-11421))
10.1		Form of Performance Share Unit Award Agreement ~~between~~(approved March 17, 2026) for awards beginning March 2026 to certain employees of Dollar General Corporation ~~and~~pursuant ~~Donny~~to H.the ~~Lau~~Dollar ~~for~~General ~~fiscal~~Corporation ~~year~~2021 ~~2025~~Stock ~~new~~Incentive ~~hire~~Plan ~~award~~ (incorporated by reference to Exhibit 10.416 to Dollar General Corporation’s ~~Quarterly~~Annual Report on Form 10-QK for the fiscal ~~quarter~~year ended ~~August~~January 130, ~~2025~~2026, filed with the SEC on ~~August~~March 2820, ~~2025~~2026 (file no. 001-11421))
10.2		Form of Restricted Stock Unit Award Agreement ~~between~~(approved March 17, 2026) for annual awards beginning March 2026 to certain employees of Dollar General Corporation ~~and~~pursuant ~~Donny~~to H.the ~~Lau~~Dollar ~~for~~General ~~fiscal~~Corporation ~~year~~2021 ~~2025~~Stock ~~special~~Incentive ~~inducement~~Plan ~~award~~ (incorporated by reference to Exhibit 10.520 to Dollar General Corporation’s ~~Quarterly~~Annual Report on Form 10-QK for the fiscal ~~quarter~~year ended ~~August~~January 130, ~~2025~~2026, filed with the SEC on ~~August~~March 2820, ~~2025~~2026 (file no. 001-11421))
10.3		~~Amendment~~Form toof ~~Employment~~Restricted Stock Unit Award Agreement (approved March 17, by2026) for awards beginning March 2026 to certain newly hired and ~~between~~promoted employees of Dollar General Corporation ~~and~~pursuant ~~Emily~~to C.the ~~Taylor,~~Dollar ~~effective~~General ~~November~~Corporation ~~16,~~2021 ~~2025~~Stock Incentive Plan (incorporated by reference to Exhibit 10.122 to Dollar General Corporation’s ~~Current~~Annual Report on Form 810-K ~~dated~~for ~~November~~the 12fiscal year ended January 30, ~~2025~~2026, filed with the SEC on ~~November~~March 1320, ~~2025~~2026 (file no. 001-11421))
10.4		~~Amendment~~Form toof ~~Employment~~Restricted Stock Unit Award Agreement (approved January 29, by2026) ~~and~~for ~~between~~awards beginning February 4, 2026 to non-executive Chairmen of the Board of Directors of Dollar General Corporation ~~and~~pursuant ~~Steven~~to R.the ~~Deckard,~~Dollar ~~effective~~General ~~November~~Corporation ~~12,~~2021 ~~2025~~Stock Incentive Plan (incorporated by reference to Exhibit 10.140 to Dollar General Corporation’s ~~Current~~Annual Report on Form 810-K/A ~~dated~~for ~~November~~the 12fiscal year ended January 30, ~~2025~~2026, filed with the SEC on ~~November~~March 1720, ~~2025~~2026 (file no. 001-11421))
10.5		~~Amended~~Summary ~~Schedule~~ of ~~Executive~~Non-Employee ~~Officers~~Director ~~who~~Compensation ~~have~~effective ~~executed~~January an31, ~~employment~~2026 ~~agreement~~(incorporated inby reference to Exhibit 10.6 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the ~~form~~fiscal ofquarter ~~Executive~~ended ~~Vice~~October ~~President~~31, ~~Employment~~2025, ~~Agreement~~filed with the SEC on December 4, 2025 (file no. 001-11421))
10.6		~~Summary~~Employment ofAgreement, ~~Non~~dated March 23, 2026, by and between Dollar General Corporation and Jerry (“JJ”) W. Fleeman (incorporated by reference to Exhibit 10.1 to Dollar General Corporation’s Current Report on Form 8-~~Employee~~K ~~Director~~dated ~~Compensation~~March ~~effective~~20, ~~January~~2026, 31filed with the SEC on March 24, 2026 (file no. 001-11421))
10.7		Transition Agreement, dated March 23, 2026, by and between Dollar General Corporation ~~Executive~~and ~~Relocation~~Todd ~~Policy,~~J. asVasos ~~amended~~ (~~effective~~incorporated ~~December~~by reference to Exhibit 10.2 to Dollar General Corporation’s Current Report on Form 8-K dated March 20, ~~2025~~2026, filed with the SEC on March 24, 2026 (file no. 001-11421))
10.8		Form of Restricted Stock Unit Award Agreement (approved May 27, 2026) for awards beginning May 2026 to non-employee directors of Dollar General Corporation pursuant to the Dollar General Corporation 2021 Stock Incentive Plan
15		Letter re unaudited interim financial information
31		Certifications of CEO and CFO under Exchange Act Rule 13a-14(a)
32		Certifications of CEO and CFO under 18 U.S.C. 1350
101		Interactive data files for Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended ~~October~~May 311, ~~2025~~2026, formatted in Inline XBRL: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income (unaudited); (iii) the Consolidated Statements of Comprehensive Income (unaudited); (iv) the Consolidated Statements of Shareholders’ Equity (unaudited); (v) the Consolidated Statements of Cash Flows (unaudited); and (vi) the Notes to Consolidated Financial Statements (unaudited)
104		The cover page from Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended ~~October~~May 311, ~~2025~~2026 (formatted in Inline XBRL and contained in Exhibit 101)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, both on behalf of the Registrant and in his capacity as principal financial officer of the Registrant.


		DOLLAR GENERAL CORPORATION


Date:	~~December~~June 42, ~~2025~~2026	By:	/s/ Donny H. Lau
			Donny H. LauExecutive Vice President & Chief Financial Officer

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