What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2022-05-26 compared with 2021-12-02 · 34 added, 21 removed, 84 unchanged (40% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table contains information regarding purchases of our common stock made during the quarter ended October 29, 2021 by or on behalf of Dollar General or any “affiliated purchaser,” as defined by Rule 10b-18(a)(3) of the Exchange Act:

The following table contains information regarding purchases of our common stock made during the quarter ended April 29, 2022 by or on behalf of Dollar General or any “affiliated purchaser,” as defined by Rule 10b-18(a)(3) of the Exchange Act:

Issuer Purchases of Equity Securities

9 unchanged sentences

03/01/22-03/31/22

1,609,934,000

04/01/22-04/29/22

1,382,872,000

(a) On September 5, 2012, the Company announced a program permitting the Company to repurchase a portion of its outstanding shares not to exceed a dollar maximum established by the Company’s Board of Directors.

9 unchanged sentences

For example, forward-looking statements include all statements relating to, among others, our estimated and projected expenditures, cash flows, results of operations, financial condition and liquidity;

our plans and objectives for, and expectations regarding, future operations, economic and competitive market conditions, growth or initiatives, including but not limited to the number of planned store openings, remodels and relocations, store formats or concepts, progress of strategic (including our non-consumables and digital initiatives, DG Fresh, Fast Track, and pOpshelf), merchandising, distribution and transportation efficiencies, and margin enhancing initiatives, international expansion plans, trends in sales of consumable and non-consumable products, customer traffic and basket size, and level of future costs and expenses;

expectations regarding inflationary and labor pressures and supply chain challenges;

our expectations regarding economic and competitive market conditions and customer behavior;

our plans and objectives for, and expectations regarding, future operations, growth and initiatives, including but not limited to the number of planned store openings, remodels and relocations, store formats or concepts, progress of our strategic (including our non-consumables and digital initiatives, DG Fresh, Fast Track, and pOpshelf), merchandising, margin enhancing, and distribution/transportation efficiency (including self-distribution and our private fleet) initiatives, in-stock position, and international expansion plans;

trends in sales of consumable and non-consumable products, customer traffic and average transaction amount;

level of future costs and expenses;

expectations regarding inflationary and labor pressures, fuel prices, other supply chain challenges, and commodity costs;

potential future stock repurchases and cash dividends;

plans to amend the Revolving Facility and our commercial paper program;

anticipated borrowing under the Revolving Facility and our commercial paper program;

potential impact of the COVID-19 pandemic and associated governmental responses;

potential impact of legal or regulatory changes or governmental assistance or stimulus programs and our responses thereto, including the potential increase of federal, state and/or local minimum wage rates, as well as changes to SNAP benefits, unemployment benefits and child tax credits;

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

potential impact of the COVID-19 pandemic;

potential impact of legal or regulatory changes or governmental assistance or stimulus programs and our responses thereto, including the potential increase of federal, state and/or local minimum wage rates/salary levels, as well as changes to SNAP benefits and unemployment benefits;

or expected outcome or effect of pending or threatened legal disputes, 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.

7 unchanged sentences

lack of available credit;

decreases in, or elimination of, government stimulus payments and government subsidies such as unemployment and food/nutrition assistance programs;

decreases in, or elimination of, government stimulus programs or subsidies such as unemployment and food/nutrition assistance programs;

commodity rates;

4 unchanged sentences

and changes in laws and regulations and their effect on, as applicable, customer spending and disposable income, our ability to execute our strategies and initiatives, our cost of goods sold, our SG&A expenses (including real estate costs), and our sales and profitability;

● failure to achieve or sustain our strategies and initiatives, including those relating to merchandising, real estate and new store development, store formats and concepts, digital, shrink, sourcing, private brand, inventory management, supply chain, store operations, expense reduction, technology, DG Fresh and Fast Track;

● failure to achieve or sustain our strategies and initiatives, including those relating to merchandising, real estate and new store development, international expansion, store formats and concepts, digital, marketing, health services, shrink, sourcing, private brand, inventory management, supply chain, store operations, expense reduction, technology, pOpshelf, DG Fresh, Fast Track 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, and alliances or other business combinations;

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

● failure to timely and cost-effectively execute our real estate projects 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;

● failure to successfully manage inventory balances;

● failure to maintain the security of our business, customer, employee or vendor information or to comply with privacy laws;

● 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 the current conflict between Russia and Ukraine) 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 or implementing new technology;

● a significant disruption to our distribution network, the capacity of our distribution centers or the timely receipt of inventory, or delays in constructing, opening or staffing new distribution centers;

● risks and challenges associated with sourcing merchandise from suppliers, including, but not limited to, those related to international trade;

● natural disasters, unusual weather conditions (whether or not caused by climate change), pandemic outbreaks or other health crises, political or civil unrest, acts of violence or terrorism, and disruptive global political events;

● risks and challenges associated with sourcing merchandise from suppliers, including, but not limited to, those related to international trade (for example, disruptive political events like the current conflict between Russia and Ukraine);

● 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, the current conflict between Russia and Ukraine);

● product liability, product recall or other product safety or labeling 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 heightened possibility of increased federal, state and/or local minimum wage rates) and other labor issues;

● loss of key personnel or inability to hire additional qualified personnel;

1 unchanged sentence

● seasonality of our business;

● failure to protect our reputation;

● 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 or labeling;

1 unchanged sentence

labor and employment;

employee wages and benefits (including the heightened possibility of increased federal, state and/or local minimum wage rates);

employee wages and benefits (including the heightened possibility of increased federal, state and/or local minimum wage rates/salary levels);

health and safety;

imports and customs;

and environmental compliance, as well as tax laws (including those related to the corporate tax rate), the interpretation of existing tax laws, or our failure to sustain our reporting positions negatively affecting our tax rate) and developments in or outcomes of private actions, class actions, multi-district litigation, arbitrations, derivative actions, administrative proceedings, regulatory actions or other litigation;

climate change;

and environmental compliance, as well as tax laws (including those related to the federal, state or foreign corporate tax rate), the interpretation of existing tax laws, or our failure to sustain our reporting positions negatively affecting our tax rate) and 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;

15 unchanged sentences

Amended and Restated Bylaws of Dollar General Corporation (effective May 28, 2021) (incorporated by reference to Exhibit 3.2 to Dollar General Corporation’s Current Report on Form 8-K dated May 26, 2021, filed with the SEC on June 1, 2021 (file no.

Form of Stock Option Award Agreement (approved August 24, 2021) for awards beginning August 24, 2021 to certain newly hired and promoted employees of Dollar General Corporation pursuant to the Dollar General Corporation 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 2021, filed with the SEC on August 26, 2021 (file no.

Summary of Non-Employee Director Compensation effective January 29, 2022

Form of Restricted Stock Unit Award Agreement (approved May 24, 2022) for awards beginning May 2022 to non-employee directors of Dollar General Corporation pursuant to the Dollar General Corporation 2021 Stock Incentive Plan

Form of Stock Option Award Agreement (approved May 24, 2022) for awards beginning May 2022 to certain newly hired and promoted employees of Dollar General Corporation pursuant to the Dollar General Corporation 2021 Stock Incentive Plan

Form of Stock Option Award Agreement (approved March 15, 2022) for annual awards beginning March 2022 to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.9 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended January 28, 2022, filed with the SEC on March 18, 2022 (file no.

Form of Performance Share Unit Award Agreement (approved March 15, 2022) for awards beginning March 2022 to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.19 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended January 28, 2022, filed with the SEC on March 18, 2022 (file no.

Form of Restricted Stock Unit Award Agreement (approved March 15, 2022) for awards beginning March 2022 to certain employees of Dollar General Corporation pursuant to the Dollar General Corporation 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.22 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended January 28, 2022, filed with the SEC on March 18, 2022 (file no.

Form of Dollar General Corporation Teamshare Incentive Program for Named Executives Officers for use beginning fiscal year 2022 (incorporated by reference to Exhibit 10.39 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended January 28, 2022, filed with the SEC on March 18, 2022 (file no.

Letter re unaudited interim financial information

1 unchanged sentence

Certifications of CEO and CFO under 18 U.S.C.

Interactive data files for Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 29, 2021, formatted in Inline XBRL:

Interactive data files for Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2022, formatted in Inline XBRL:

(i) the Condensed Consolidated Balance Sheets;

4 unchanged sentences

and (vi) the Notes to Condensed Consolidated Financial Statements (unaudited)

The cover page from Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 29, 2021 (formatted in Inline XBRL and contained in Exhibit 101)

The cover page from Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2022 (formatted in Inline XBRL and contained in Exhibit 101)

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

December 2, 2021

Executive Vice President & Chief Financial Officer

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-Q

Item 2. Unregistered Sales of Equity Securities