What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2022-12-01 compared with 2022-08-25 · 32 added, 15 removed, 106 unchanged (31% 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 July 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:

The following table contains information regarding purchases of our common stock made during the quarter ended October 28, 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

22 unchanged sentences

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 “may,” “will,” “can,” “should,” “could,” “would,” “expect,” “believe,” “anticipate,” “project,” “predict,” “plan,” “estimate,” “outlook,” “future,” “aim,” “goal,” “seek,” “strive,” “intend,” “improve,” “position,” “opportunities,” “ongoing,” “likely,” “scheduled,” “potential,” “subject to,” “focused on,” “long-term,” “uncertain,” or “continue,” and similar expressions that concern our strategies, plans, initiatives, intentions, outlook or beliefs about future occurrences or results.

You can identify these statements because they are not limited to historical fact or they use words such as “may,” “will,” “can,” “should,” “could,” “would,” “expect,” “believe,” “anticipate,” “project,” “predict,” “plan,” “estimate,” “outlook,” “future,” “aim,” “goal,” “seek,” “strive,” “intend,” “result,” “improve,” “position,” “opportunities,” “ongoing,” “likely,” “scheduled,” “committed,” “potential,” “subject to,” “focused on,” “long-term,” “uncertain,” or “continue,” and similar expressions that concern our strategies, plans, initiatives, intentions, outlook or beliefs about future occurrences or results.

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 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;

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 initiatives (including our non-consumables and digital initiatives, DG Fresh, Fast Track, and pOpshelf), merchandising initiatives, margin enhancing initiatives, and distribution/transportation efficiency initiatives (including self-distribution and our private fleet), 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 and product costs;

expectations regarding inflationary and labor pressures, energy and fuel prices, challenges related to the global and our internal supply chains, and commodity and product costs;

potential future stock repurchases and cash dividends;

2 unchanged sentences

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.

39 unchanged sentences

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 actual or threatened 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.

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 actual or threatened 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;

16 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.

Tenth Supplemental Indenture, dated as of September 20, 2022, between Dollar General Corporation and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Dollar General Corporation’s Current Report on Form 8-K dated September 20, 2022, filed with the SEC on September 20, 2022 (file no.

Form of 4.250% Senior Notes due 2024 (included in Exhibit 4.1)

Eleventh Supplemental Indenture, dated as of September 20, 2022, between Dollar General Corporation and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.3 to Dollar General Corporation’s Current Report on Form 8-K dated September 20, 2022, filed with the SEC on September 20, 2022 (file no.

Form of 4.625% Senior Notes due 2027 (included in Exhibit 4.3)

Twelfth Supplemental Indenture, dated as of September 20, 2022, between Dollar General Corporation and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.5 to Dollar General Corporation’s Current Report on Form 8-K dated September 20, 2022, filed with the SEC on September 20, 2022 (file no.

Form of 5.000% Senior Notes due 2032 (included in Exhibit 4.5)

Thirteenth Supplemental Indenture, dated as of September 20, 2022, between Dollar General Corporation and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.7 to Dollar General Corporation’s Current Report on Form 8-K dated September 20, 2022, filed with the SEC on September 20, 2022 (file no.

Form of 5.500% Senior Notes due 2032 (included in Exhibit 4.7)

Dollar General Corporation Executive Relocation Policy, as amended (effective November 29, 2022)

Amended Schedule of Executive Officers who have executed an employment agreement in the form of COO/Executive Vice President Employment Agreement filed as Exhibit 99 to Dollar General Corporation’s Current Report on Form 8-K dated April 5, 2021, filed with the SEC on April 8, 2021

Summary of Non-Employee Director Compensation effective February 4, 2023

Amendment to Employment Agreement by and between Dollar General Corporation and Todd J.

Vasos, effective November 1, 2022 (incorporated by reference to Exhibit 99.2 to Dollar General Corporation’s Current Report on Form 8-K dated August 23, 2022, filed with the SEC on August 25, 2022 (file no.

Amendment to Employment Agreement by and between Dollar General Corporation and John W.

Garratt, effective September 1, 2022 (incorporated by reference to Exhibit 99.3 to Dollar General Corporation’s Current Report on Form 8-K dated August 23, 2022, filed with the SEC on August 25, 2022 (file no.

Form of Stock Option Award Agreement between Dollar General Corporation and Jeffery C.

Owen for November 1, 2022 award

Form of Restricted Stock Unit Award Agreement (approved August 23, 2022) for awards beginning August 2023 to new non-employee directors of Dollar General Corporation other than annual awards pursuant to the Dollar General Corporation 2021 Stock Incentive Plan

Owen for November 1, 2022 award (incorporated by reference to Exhibit 10.1 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 29, 2022, filed with the SEC on August 25, 2022 (file no.

Form of Restricted Stock Unit Award Agreement (approved August 23, 2022) for awards beginning August 2022 to new non-employee directors of Dollar General Corporation other than annual awards pursuant to the Dollar General Corporation 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 29, 2022, filed with the SEC on August 25, 2022 (file no.

Employment Agreement between Dollar General Corporation and Jeffery C.

Owen effective November 1, 2022 (incorporated by reference to Exhibit 99.2 to Dollar General Corporation’s Current Report on Form 8-K dated July 6, 2022, filed with the SEC on July 12, 2022 (file no.

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 (incorporated by reference to Exhibit 10.1 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2022, filed with the SEC on May 26, 2022 (file no.

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 (incorporated by reference to Exhibit 10.2 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2022, filed with the SEC on May 26, 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 July 29, 2022, formatted in Inline XBRL:

Interactive data files for Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 28, 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 July 29, 2022 (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 October 28, 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

August 25, 2022

Executive Vice President & Chief Financial Officer

December 1, 2022

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