What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-20 compared with 2025-03-21 · 97 added, 95 removed, 663 unchanged (22% of the section changed)

1 unchanged sentence

Report of Independent Registered Public Accounting Fir m

To the Shareholders and the Board of Directors of

Dollar General Corporation

To the Shareholders and the Board of Directors of Dollar General Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Dollar General Corporation and subsidiaries (the Company) as of January 31, 2025 and February 2, 2024, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended January 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, 2025 and February 2, 2024, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2025, in conformity with U.S.

We have audited the accompanying consolidated balance sheets of Dollar General Corporation and subsidiaries (the Company) as of January 30, 2026 and January 31, 2025, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended January 30, 2026, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 30, 2026 and January 31, 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 30, 2026, in conformity with U.S.

generally accepted accounting principles.

59 unchanged sentences

Other liabilities

Commitments and contingencies

Total liabilities

Commitments and contingencies (Note 7)

Shareholders’ equity:

1 unchanged sentence

Common stock;

$ 0.875 par value, 1,000,000 shares authorized, 219,939 and 219,663 shares issued and outstanding at January 31, 2025 and February 2, 2024, respectively

$ 0.875 par value, 1,000,000 shares authorized, 220,222 and 219,939 shares issued and outstanding at January 30, 2026 and January 31, 2025, respectively

Additional paid-in capital

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Income (Loss)

Balances, January 28, 2022

Balances, February 3, 2023

Dividends paid, $ 2.36 per common share

1 unchanged sentence

Share-based compensation expense

Repurchases of common stock

( 2,737,826 )

( 2,748,014 )

Excise tax incurred on common stock repurchases

Other equity and related transactions

4 unchanged sentences

Other equity and related transactions

Balances, February 2, 2024

Balances, January 31, 2025

Dividends paid, $ 2.36 per common share

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Deferred income taxes

Loss on debt retirement

Noncash share-based compensation

2 unchanged sentences

Merchandise inventories

( 1,665,352 )

Prepaid expenses and other current assets

15 unchanged sentences

Repayments of long-term obligations

( 1,677,161 )

Net increase (decrease) in commercial paper outstanding

3 unchanged sentences

Costs associated with issuance of debt

Repurchases of common stock

( 2,748,014 )

Payments of cash dividends

2 unchanged sentences

( 2,191,379 )

( 1,294,444 )

Net increase (decrease) in cash and cash equivalents

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Basis of presentation

These notes contain references to the years 2024, 2023, and 2022, which represent fiscal years ended January 31, 2025, February 2, 2024, and February 3, 2023, respectively.

The Company’s 2024 and 2023 accounting periods were each comprised of 52 weeks, and the 2022 accounting period was comprised of 53 weeks.

These notes contain references to the years 2025, 2024 and 2023, which represent fiscal years ended January 30, 2026, January 31, 2025, and February 2, 2024, respectively.

The Company’s 2025, 2024 and 2023 accounting periods were each comprised of 52 weeks.

The Company’s fiscal year ends on the Friday closest to January 31.

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The carrying amounts of these items are a reasonable estimate of their fair value due to the short maturity of these investments.

Payments due from processors for electronic tender transactions classified as cash and cash equivalents totaled approximately $ 94.4 million and $ 109.3 million at January 31, 2025 and February 2, 2024, respectively.

Payments due from processors for electronic tender transactions classified as cash and cash equivalents totaled approximately $ 107.5 million and $ 94.4 million at January 30, 2026 and January 31, 2025, respectively.

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

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Costs directly associated with warehousing and distribution are capitalized into inventory.

The excess of current cost over LIFO cost was approximately $ 913.8 million and $ 875.1 million at January 31, 2025 and February 2, 2024, respectively.

The excess of current cost over LIFO cost was approximately $ 1.124 billion and $ 913.8 million at January 30, 2026 and January 31, 2025, respectively.

Current cost is determined using the RIM on a first-in, first-out basis.

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The Company accounts for all cash consideration received from vendors in accordance with applicable accounting standards pertaining to such arrangements.

Substantially all cash consideration received from a vendor is accounted for as a reduction of merchandise purchase costs as earned.

Substantially all cash consideration received from a vendor, including amounts received through the DG Media Network, is accounted for as a reduction of merchandise purchase costs as earned.

However, certain specific, incremental and otherwise qualifying SG&A expenses related to the promotion or sale of vendor products may be offset by cash consideration received from vendors, in accordance with arrangements such as cooperative advertising, when earned for dollar amounts up to but not exceeding actual incremental costs.

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(a) Depreciated over the lesser of the applicable lease term or the estimated useful life of the asset.

Depreciation and amortization expense related to property and equipment was approximately $ 963.8 million, $ 839.9 million and $ 717.8 million for 2024, 2023 and 2022, respectively.

Depreciation and amortization expense related to property and equipment was approximately $ 1.037 billion, $ 963.8 million and $ 839.9 million for 2025, 2024 and 2023, respectively.

Interest on borrowed funds during the construction of property and equipment is capitalized where applicable.

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

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

assets and liabilities.

The evaluation is performed primarily at

the store level, which is the lowest level of identifiable cash flows that are largely independent of cash flows of other assets and liabilities.

When indicators of impairment are present, the Company evaluates the carrying value of long-lived assets, excluding goodwill and other indefinite-lived intangible assets, in relation to the operating performance and future cash flows or the appraised values of the underlying assets.

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

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

The Company recorded impairment charges included in SG&A expense of approximately $ 57.1 million in 2025, $ 226.7 million in 2024 and $ 6.7 million in 2023, to reduce the carrying value of certain of its stores’ assets.

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The process consists of comparing the fair value of the reporting unit to its carrying amount, including goodwill.

If the fair value of the reporting unit is less than its carrying amount, management would then determine if the difference between the carrying amount and fair value is greater than the carrying amount of goodwill allocated to the reporting unit.

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

total carrying amount of goodwill allocated to the reporting unit, and if not, impairment would be recognized equal to the difference between the carrying amount of the reporting unit and its fair value.

If the fair value of the reporting unit is less than its carrying amount, management would then determine if the difference between the carrying amount and fair value is greater than the

carrying amount of goodwill allocated to the reporting unit.

If it is, the impairment recognized would be equal to the total carrying amount of goodwill allocated to the reporting unit, and if not, impairment would be recognized equal to the difference between the carrying amount of the reporting unit and its fair value.

The quantitative impairment test for intangible assets compares the fair value of the intangible asset with its carrying amount.

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

As of January 31, 2025 and February 2, 2024, the amount of obligations outstanding that the Company has confirmed with the financial institutions under the supply chain finance program were $ 399.7 million and $ 306.8 million, respectively.

As of January 30, 2026 and January 31, 2025, the amount of obligations outstanding that the Company has confirmed with the financial institutions under the supply chain finance program were $ 385.2 million and $ 399.7 million, respectively.

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

(In thousands)

Beginning balance, February 2, 2024

Beginning balance

Amounts added

1 unchanged sentence

( 1,311,463 )

Ending balance, January 31, 2025

( 1,192,586 )

Ending balance

Insurance liabilities

35 unchanged sentences

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

The Company previously recorded a loss on the settlement of derivatives associated with the issuance of long-term debt in 2013 which was deferred to other comprehensive income and was being amortized as an increase to interest expense over the 10-year period of the debt’s maturity, through 2023.

Revenue recognition

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The liability for gift cards is established for the cash value at the time of purchase of the gift card.

The liability for outstanding gift cards was approximately $ 17.4 million and $ 13.8 million at January 31, 2025 and February 2, 2024, respectively, and is recorded in Accrued expenses and other liabilities.

The liability for outstanding gift cards was approximately $ 17.5 million and $ 17.4 million at January 30, 2026 and January 31, 2025, respectively, and is recorded in Accrued expenses and other liabilities.

Estimated breakage revenue, a percentage of gift cards that will never be redeemed based on historical redemption rates, is recognized over time in proportion to actual gift card redemptions.

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The fair value of each option grant is separately estimated and amortized into compensation expense on a straight-line basis between the applicable grant date and each vesting date.

The Company has estimated the fair value of all stock option awards as of the grant date by applying the Black-Scholes-Merton option pricing valuation model.

The Company has estimated the fair value of all stock option awards as of the grant date by applying the Black-Scholes-Merton option pricing valuation

The application of this valuation model involves assumptions that are judgmental and highly sensitive to variation in the determination of compensation expense.

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Accounting standards

In September 2022, the Financial Accounting Standards Board (“FASB”) issued new required disclosures for supplier finance programs.

These disclosures are intended to enhance the transparency about the use of supplier finance programs for investors.

The amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with the exception of the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023.

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

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

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

significant segment expenses.

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

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

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

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

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

The Company adopted the required disclosures for this update for fiscal year 2025 and comparable periods.

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

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

In September 2025, the 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.

Earnings per share

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(Dollars in thousands)

federal statutory rate on earnings before income taxes

State income taxes, net of federal income tax benefit

Jobs credits, net of federal income taxes

Federal Statutory Tax Rate

State and Local Income Taxes, Net of Federal Income Tax Effect (a)

Foreign Tax Effects

Effect of changes in tax laws or rates enacted in the current period

Effect of cross-border tax laws

Jobs tax credits

Changes in valuation allowances

Nontaxable or nondeductible items

(a) For the 2025 year, taxes in Illinois, Texas, Pennsylvania, Florida, New York, Michigan, California, and Alabama made up the majority of state taxes .

The effective income tax rate for 2025 was 23.0 % compared to a rate of 21.8 % for 2024 which represents a net increase of 1.2 percentage points.

The effective income tax rate was higher in 2025 primarily due to a higher state effective tax rate, enactment of Pillar Two minimum tax, and a decreased benefit from jobs-based tax credits due to higher earnings before taxes diluting the rate impact of the credits.

The Company receives a significant income tax benefit from wages paid to certain newly hired employees who qualify for federal jobs credits, principally the Work Opportunity Tax Credit (“WOTC”).

The WOTC program previously authorized under the Consolidated Appropriations Act of 2021 expired for employees hired after December 31, 2025.

For 2025, the expiration of the WOTC program had an immaterial impact on our effective tax rate.

Absent reauthorization, the Company will experience a significant negative impact to the effective tax rate in future years.

The effective income tax rate for 2024 was 21.8 % compared to a rate of 21.6 % for 2023 which represents a net increase of 0.2 percentage points.

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

The effective income tax rate for 2023 was 21.6 % compared to a rate of 22.5 % for 2022 which represents a net decrease of 0.9 percentage points.

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

(In thousands)

Total income taxes paid, net

Deferred taxes reflect the effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

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The Company has state tax credit carryforwards of approximately $ 17.7 million (net of federal benefit) that will expire beginning in 2029 through 2038.

The Company has approximately $ 2.9 million of state apportioned net operating loss carryforwards, which will begin to expire in 2036 and will continue through 2041 and approximately $ 63.0 million of foreign net operating loss carryforwards, which will begin to expire in 2032 through 2034.

The Company has approximately $ 48,000 of state apportioned net operating loss carryforwards, which will begin to expire in 2032 and will continue through 2036 and approximately $ 111.2 million of foreign net operating loss carryforwards, which will begin to expire in 2032 through 2035.

The Company has a valuation allowance for certain state tax credit carryforwards and foreign net operating loss carryforwards and deferred tax assets, in the amount of $ 36.5 million and $ 23.0 million (net of federal benefit) which increased income tax expense by $ 9.6 million and $ 6.0 million in 2025 and 2024, respectively.

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As of January 30, 2026, accruals for uncertain tax benefits, interest expense related to income taxes and potential income tax penalties were $ 10.8 million, $ 1.9 million and $ 0.8 million, respectively, for a total of $ 13.5 million.

As of February 2, 2024, accruals for uncertain tax benefits, interest expense related to income taxes and potential income tax penalties were $ 14.4 million, $ 1.0 million and $ 0.0 million, respectively, for a total of $ 15.4 million.

As of January 31, 2025, accruals for uncertain tax benefits, interest expense related to income taxes and potential income tax penalties were $ 11.6 million, $ 1.7 million and $ 0.8 million, respectively, for a total of $ 14.1 million.

These totals are reflected in noncurrent Other liabilities in the consolidated balance sheets.

The Company’s reserve for uncertain tax positions is expected to be reduced by $ 3.0 million in the coming twelve months as a result of expiring statutes of limitations or settlements.

As of January 31, 2025 and February 2, 2024, approximately $ 11.6 million and $ 11.5 million, respectively, of the uncertain tax positions would impact the Company’s effective income tax rate if the Company were to recognize the tax benefit for these positions.

As of January 30, 2026 and January 31, 2025, approximately $ 10.8 million and $ 11.6 million, respectively, of the uncertain tax positions would impact the Company’s effective income tax rate if the Company were to recognize the tax benefit for these positions.

The amounts associated with uncertain tax positions included in income tax expense consists of the following:

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Income tax related penalty expense (benefit)

A reconciliation of the uncertain income tax positions from January 28, 2022 through January 31, 2025 is as follows:

A reconciliation of the uncertain income tax positions from February 3, 2023 through January 30, 2026 is as follows:

(In thousands)

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The Organization of Economic Cooperation and Development has proposed a global minimum tax of 15% on a country-by-country basis (“Pillar Two”).

Pursuant to Pillar Two, some countries have enacted minimum tax rates of 15% effective for the 2024 tax year while other countries have enacted or proposed legislation making the 15% minimum tax rate effective for the 2025 tax year or later.

The Company operates in a country that is currently assessing the enactment of the 15% minimum tax rate beginning in 2025.

If enacted, the Company does not believe it will have a material impact on tax expense.

Pursuant to Pillar Two, countries have enacted minimum tax rates of 15% effective for the 2024 tax year while other countries have enacted or proposed legislation making the 15% minimum tax rate effective for the 2025 tax year or later.

The Company operates in a country that recently enacted the 15% minimum tax rate beginning in 2025.

The minimum tax did not have a material impact on tax expense on an annual basis.

We are currently assessing the One Big Beautiful Bill Act (“OBBBA”) which was enacted on July 4, 2025.

The OBBBA provides full bonus depreciation for certain assets placed into service after January 19, 2025 and an election to expense U.S.

incurred research or experimental expenditures.

While we are still evaluating the full extent of OBBBA’s impact, in 2025 our U.S.

cash taxes decreased with no material impact to our effective tax rate.

As of January 30, 2026, the Company’s primary leasing activities were real estate leases for most of its retail store locations and certain of its distribution facilities.

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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.

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 January 30, 2026, the weighted-average remaining lease term for the Company’s leases was 9.1 years, and the weighted average discount rate was 4.6 %.

For 2024, 2023 and 2022, operating lease cost of $ 1.89 billion, $ 1.75 billion and $ 1.61 billion, respectively, and variable lease cost of $ 0.39 billion, $ 0.36 billion and $ 0.31 billion, respectively, were reflected as SG&A expenses in the Consolidated Statements of Income.

Cash paid for

amounts included in the measurement of operating lease liabilities of $ 1.91 billion, $ 1.76 billion and $ 1.62 billion, respectively, were reflected in cash flows from operating activities in the Consolidated Statements of Cash Flows for 2024, 2023 and 2022.

For 2025, 2024 and 2023, operating lease cost of $ 1.99 billion, $ 1.89 billion and $ 1.75 billion, respectively, and variable lease cost of $ 0.41 billion, $ 0.39 billion and $ 0.36 billion, respectively, were reflected in cost of goods sold and SG&A expenses in the Consolidated Statements of Income.

Cash paid for amounts included in the measurement of operating lease liabilities of $ 2.01 billion, $ 1.91 billion and $ 1.76 billion, respectively, were reflected in cash flows from operating activities in the Consolidated Statements of Cash Flows for 2025, 2024 and 2023.

The scheduled maturities of the Company’s operating lease liabilities are as follows:

9 unchanged sentences

Revolving Facility

364-Day Revolving Facility

Unsecured commercial paper notes

4.250 % Senior Notes due September 20, 2024 (net of discount of $ 0 and $ 230 )

4.150 % Senior Notes due November 1, 2025 (net of discount of $ 0 and $ 71 )

13 unchanged sentences

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.

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 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 January 30, 2026 was 1.015 % for Adjusted Term SOFR borrowings and 0.015 % for base-rate borrowings.

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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.

As of January 31, 2025, the Company was in compliance with all such covenants.

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

During the Covenant Relief Period, the Company is restricted from repurchasing shares and the ability to incur certain additional liens and subsidiary debt is reduced.

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

During the Covenant Relief Period, the Company was restricted from repurchasing shares and the ability to incur certain additional liens and subsidiary debt was reduced.

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

As of January 30, 2026, the Company was in compliance with all covenants pertaining to the Revolving Facility.

As of January 30, 2026, the Company had no outstanding borrowings, no outstanding letters of credit, and borrowing availability of $ 2.375 billion under the Revolving Facility that, due to its intention to maintain borrowing availability related to the commercial paper program described below, could contribute liquidity of $ 2.18 billion.

In addition, the Company had outstanding letters of credit of $ 58.2 million which were issued pursuant to separate agreements.

364-Day Revolving Facility

The Company had a 364-day $ 750 million unsecured revolving credit facility (the “364-Day Revolving Facility”) which expired on January 30, 2024.

Commercial Paper

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CP Notes totaling $ 195.0 million were held by a wholly owned subsidiary of the Company and are therefore not reflected on the consolidated balance sheets.

On June 7, 2023, the Company issued $ 500.0 million aggregate principal amount of 5.20 % senior notes due 2028 (the “July 2028 Senior Notes”), net of discount of $ 0.1 million, and $ 1.0 billion aggregate principal amount of 5.45 % senior notes due 2033 (the “2033 Senior Notes”), net of discount of $ 1.6 million.

The July 2028 Senior Notes are scheduled to mature on July 5, 2028, and the 2033 Senior Notes are scheduled to mature on July 5, 2033.

Interest on the July 2028 Senior Notes and the 2033 Senior Notes is payable in cash on January 5 and July 5 of each year.

The Company incurred $ 12.4 million of debt issuance costs associated with the issuance of the July 2028 Senior Notes and the 2033 Senior Notes.

In September 2024, the Company redeemed $ 750.0 million aggregate principal amount of outstanding

4.25 % senior notes due September 2024.

In September 2024, the Company redeemed $ 750.0 million aggregate principal amount of outstanding 4.25 % senior notes due September 2024.

There was no gain or loss associated with the redemption.

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.

In December 2025, the Company redeemed $ 550.0 million aggregate principal amount of the outstanding 4.625 % senior notes due November 2027 using cash on hand, resulting in a pretax loss of $ 8.5 million which is reflected in Other (income) expense in the consolidated statement of income.

Collectively, the Company’s Senior Notes mature between 2028 and 2052 (collectively, the “Senior Notes”), each of which were issued pursuant to an indenture as supplemented and amended by supplemental indentures relating to each series of Senior Notes (as so supplemented and amended, the “Senior Indenture”).

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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.

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 officials, or others.

The Company has recorded accruals with respect to these matters, where appropriate, which are reflected in the Company’s condensed consolidated financial statements.

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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 briefing on Defendants’ motion has been completed.

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 does not alter the claims, defendants or putative class period but includes additional allegations in support of the previously asserted claims.

The Company filed its opposition to the motion to amend on October 24, 2025, and the motion remains pending.

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.

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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.

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.

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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 a ruling on plaintiffs’ motion for leave to file a further 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:

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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 a ruling on plaintiffs’ motion for leave to file a further 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.

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On May 26, 2021, the Company’s shareholders approved the Dollar General Corporation 2021 Stock Incentive Plan (“2021 Plan”), which replaced the Company’s 2007 Stock Incentive Plan (“2007 Plan”).

allow the granting of stock options, stock appreciation rights, and other stock-based awards or dividend equivalent rights to key employees, directors, consultants or other persons having a service relationship with the Company, its subsidiaries and certain of its affiliates.

The Plans allow the granting of stock options, stock appreciation rights, and other stock-based awards or dividend equivalent rights to key employees, directors, consultants or other persons having a service relationship with the Company, its subsidiaries and certain of its affiliates.

Upon the effective date of the 2021 Plan, no new awards may be granted under the 2007 Plan.

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With limited exceptions, the performance share unit and restricted stock unit awards are payable in shares of common stock on the vesting date.

The weighted average for key assumptions used in determining the fair value of all stock options granted in the years ended January 31, 2025, February 2, 2024, and February 3, 2023, and a summary of the methodology applied to develop each assumption, are as follows:

The weighted average for key assumptions used in determining the fair value of all stock options granted in the years ended January 30, 2026, January 31, 2025, and February 2, 2024, and a summary of the methodology applied to develop each assumption, are as follows:

Expected dividend yield

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Term in Years

Balance, February 2, 2024

Balance, January 31, 2025

Canceled or expired

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(Intrinsic value amounts reflected in thousands)

Balance, February 2, 2024

Balance, January 31, 2025

Converted to common stock

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(Intrinsic value amounts reflected in thousands)

Balance, February 2, 2024

Balance, January 31, 2025

Converted to common stock

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Year ended January 30, 2026

Year ended February 2, 2024

Year ended January 31, 2025

Year ended February 2, 2024

2 unchanged sentences

See Note 1 for a brief description of the Company’s business.

As of January 31, 2025, the Company’s retail store operations were primarily located within the United States, with eight retail stores in Mexico.

As of January 30, 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.

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These expense items include rent expense as disclosed in Note 4 as well as advertising costs and impairment expense as disclosed in Note 1.

(b) Depreciation and amortization expense included in Cost of goods sold and SG&A expenses was approximately $ 971.7 million, $ 848.8 million and $ 724.9 million for 2024, 2023 and 2022.

(b) Depreciation and amortization expense included in cost of goods sold, SG&A expenses and interest expense, net was approximately $ 1.04 billion, $ 971.7 million and $ 848.8 million for 2025, 2024 and 2023.

Common stock transactions

On August 29, 2012, the Company’s Board of Directors authorized a common stock repurchase program, which the Board has since increased on several occasions.

On August 24, 2022, the Company’s Board of Directors authorized a $ 2.0 billion increase to the existing common stock repurchase program, bringing the cumulative total authorized under the program since its inception to $ 16.0 billion.

As of January 30, 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.

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 Company’s Revolving Facility and issuance of CP Notes discussed in further detail in Note 5.

During the years ended January 31, 2025 and February 2, 2024, the Company repurchased no shares of its common stock.

During the year ended February 3, 2023, the Company repurchased 11.6 million shares of its common stock at a total cost of $ 2.7 billion, pursuant to its common stock repurchase program.

During the years ended January 30, 2026, January 31, 2025 and February 2, 2024, the Company repurchased no shares of its common stock.

In March 2026, the Company’s Board of Directors declared a quarterly cash dividend of $ 0.59 per share, which is payable on or before April 21, 2026 to shareholders of record on April 7, 2026.

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Impairment of long-lived tangible and right-of-use assets .

As a result of the impairment analysis performed in the fourth quarter, the Company recognized impairment charges related to certain retail stores, mostly related to pOpshelf stores.

for the fiscal year ended January 31, 2025.

As a result of the impairment analysis performed in the fourth quarter, the Company recognized impairment charges related to certain retail stores, mostly related to pOpshelf stores for the fiscal year ended January 31, 2025.

These impairment charges were primarily driven by lower projected future revenues and lower market rate assessments.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data