Form 8-K

8-K — DOLLAR GENERAL CORP

Accession: 0001104659-26-101918

Filed: 2026-08-27

Period: 2026-08-27

CIK: 0000029534

SIC: 5331 (RETAIL-VARIETY STORES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2623914d1_8k.htm (Primary)

EX-99 — EXHIBIT 99 (tm2623914d1_ex99.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2623914d1_8k.htm · Sequence: 1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 27, 2026

DOLLAR GENERAL CORPORATION

(Exact name of registrant as specified in its charter)

Tennessee

001-11421

61-0502302

(State or other jurisdiction

of incorporation)

(Commission File Number)

(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 or former address, if changed since last report)

Check the appropriate box below if the

Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 27, 2026, Dollar

General Corporation (the “Company”) issued a news release regarding results of operations and financial condition for the

fiscal 2026 second quarter (13 weeks) ended July 31, 2026. The news release is furnished as Exhibit 99 hereto and is incorporated

herein by reference.

The information contained

within this Item 2.02, including the information in Exhibit 99, shall not be deemed “filed” for purposes of Section 18

of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities

Act of 1933, as amended.

ITEM 7.01 REGULATION FD DISCLOSURE.

The information set forth

in Item 2.02 above is incorporated herein by reference. The news release also:

·      sets

forth statements regarding, among other things, the Company’s fiscal year 2026 outlook, as well as the Company’s planned

conference call to discuss the reported financial results, the Company’s fiscal year 2026 outlook, and certain other matters;

·      announces

that on August 26, 2026, the Company’s Board of Directors (“Board”) declared a quarterly cash dividend of $0.59

per share on the Company’s outstanding common stock payable on or before October 20, 2026, to shareholders of record on October 6,

2026; and

announces that the Company expects to resume

share repurchases under the existing Board-approved share repurchase program during the second half of fiscal year 2026.

The information contained

within this Item 7.01, including the information in Exhibit 99, shall not be deemed “filed” for purposes of Section 18

of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities

Act of 1933, as amended.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial statements of businesses acquired. N/A

(b) Pro forma financial information. N/A

(d) Exhibits. See Exhibit Index to this report.

EXHIBIT INDEX

Exhibit No.

Description

News release issued August 27, 2026

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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 hereunto

duly authorized.

Date: August

27, 2026

DOLLAR GENERAL

CORPORATION

By:

/s/

Rhonda M. Taylor

Executive Vice President and General Counsel

EX-99 — EXHIBIT 99

EX-99

Filename: tm2623914d1_ex99.htm · Sequence: 2

Exhibit 99

Dollar

General Corporation Reports Second Quarter 2026 Results

Raises

Financial Guidance for Fiscal Year 2026

GOODLETTSVILLE,

Tenn.--(BUSINESS WIRE)--Dollar

General Corporation (NYSE: DG) today reported financial results for its second quarter (13 weeks) ended July 31, 2026.

Second

Quarter Fiscal Year 2026 Highlights

· Net

Sales Increased 5.2% to $11.3 Billion

· Same-Store

Sales Increased 3.5%

· Operating

Profit Increased 29.2% to $769.2 Million

· Diluted

Earnings Per Share (“EPS”) Increased 33.3% to $2.48

· Year-to-Date

Cash Flow From Operations of $1.5 Billion

· Board

of Directors Declares Quarterly Cash Dividend of $0.59 per share

“We

are pleased with our second quarter performance, which included balanced topline growth, healthy operating margin expansion and strong

double-digit EPS growth,” said Todd Vasos, Dollar General’s chief executive officer. “These results, which exceeded

our expectations even before considering the benefit from tariff refunds after related reinvestments, are a testament to the strong execution,

strategic direction, and continued dedication of our team. I want to thank our associates in our stores, distribution centers, private

fleet and store support center for the work they do every day to fulfill our mission of Serving

Others.”

“Our

results reflect continued momentum across the business, including our fifth consecutive quarter of customer traffic growth and the sixth

consecutive quarter of positive comparable sales growth across all four merchandising categories. This broad-based performance reflects

the strength of our unique combination of value and convenience and the important role Dollar General plays in the communities we serve.

As we move through the back half of the year, we remain confident in our strategy, our long-term financial framework and our ability

to continue driving value for our customers, associates and shareholders.”

Second

Quarter Fiscal Year 2026 Overview

Net

sales increased 5.2% to $11.3 billion in the second quarter of fiscal 2026 compared to $10.7 billion in the second quarter of fiscal

2025. The net sales increase was driven by growth in same-store sales and positive sales contributions from new stores, partially offset

by the impact of store closures. Same-store sales increased 3.5% compared to the second quarter of fiscal 2025, reflecting increases

of 2.0% in customer traffic and 1.5% in average transaction amount. Same-store sales in the second quarter of fiscal 2026 included growth

in each of the consumables, seasonal, home products, and apparel categories.

Gross

profit as a percentage of net sales was 32.6% in the second quarter of fiscal 2026 compared to 31.3% in the second quarter of fiscal

2025, an increase of 127 basis points. This gross profit rate increase was primarily attributable to tariff refunds, a lower LIFO provision,

and lower distribution costs; partially offset by increased markdowns and increased transportation costs. The Company estimates the gross

margin benefit of tariff refunds, after related reinvestments, was approximately 81 basis points.

Selling,

General and Administrative Expenses (“SG&A”) as a percentage of net sales were essentially flat year over year, at 25.8%

in both the second quarter of fiscal 2026 and the second quarter of fiscal 2025. The primary expense that was higher as a percentage

of net sales in the second quarter of 2026 was depreciation and amortization; offset by rent, which was lower as a percentage of sales.

Operating

profit for the second quarter of fiscal 2026 increased 29.2% to $769.2 million compared to $595.4 million in the second quarter of fiscal

2025. The Company estimates the operating margin benefit of tariff refunds, after related reinvestments, was approximately 66 basis points.

Net

interest expense for the second quarter of fiscal 2026 decreased 25.7% to $42.9 million compared to $57.7 million in the second quarter

of fiscal 2025.

The

effective income tax rate in the second quarter of fiscal 2026 was 24.2% compared to 23.5% in the second quarter of fiscal 2025. This

higher effective income tax rate was primarily due to expired federal tax credits, partially offset by a reduced state effective tax

rate.

The

Company reported net income of $550.3 million for the second quarter of fiscal 2026, an increase of 33.8% compared to $411.4 million

in the second quarter of fiscal 2025. Diluted EPS increased 33.3% to $2.48 for the second quarter of fiscal 2026 compared to diluted

EPS of $1.86 in the second quarter of fiscal 2025, including an estimated benefit from tariff refunds, after related reinvestments, of

approximately $0.25.

Merchandise

Inventories

of July 31, 2026, total merchandise inventories, at cost, were $6.6 billion compared to $6.6 billion as of August 1, 2025,

a decrease of 2.7% on an average per-store basis.

Capital

Expenditures

Total

additions to property and equipment in the 26-week period ended July 31, 2026 were $758 million, including approximately: $414 million

for improvements, upgrades, remodels and relocations of existing stores; $168 million for distribution and transportation-related projects;

$133 million related to store facilities, primarily for leasehold improvements, fixtures and equipment in new stores; and $31 million

for information systems upgrades and technology-related projects.

During

the second quarter of 2026, the Company opened 125 new stores in the United States and one new store in Mexico, remodeled 665 stores

through Project Renovate and 711 stores through Project Elevate, and relocated 5 stores.

Repurchases

The

Company intends to repurchase shares under its existing share repurchase program in the second half of the fiscal year ending January 29,

2027 (“fiscal 2026”). The Company’s total remaining authorization for future repurchases was $1.4 billion at the end

of the second quarter of 2026. Under the authorization, repurchases may be made 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 and other factors. The authorization

has no expiration date.

Dividend

August 26, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.59 per share on the Company’s

common stock, payable on or before October 20, 2026 to shareholders of record on October 6, 2026. While the Board of Directors

currently intends to continue regular cash dividends, the declaration and amount of future dividends are 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 the Board may deem relevant in its sole discretion.

Fiscal

Year 2026 Financial Guidance and Store Growth Outlook

The

Company is raising its financial guidance to reflect its strong first half results and its improved outlook for the remainder of the

year. The Company does not anticipate a material impact to its financial results from tariff refunds, after related reinvestments, in

the second half of fiscal 2026. The Company now expects the following for fiscal 2026:

· Net

sales growth in the range of approximately 4.0% to 4.3%, compared to its previous expectation

in the range of 3.7% to 4.2%

· Same-store

sales growth in the range of approximately 2.5% to 2.9%, compared to its previous expectation

in the range of 2.2% to 2.7%

· Diluted

EPS in the range of approximately $7.80 to $8.00, compared to its previous expectation in

the range of $7.20 to $7.45

o Diluted

EPS guidance includes the estimated benefit from tariff refunds, after related reinvestments,

of approximately $0.25 in the second quarter of fiscal 2026

o Diluted

EPS guidance assumes an effective tax rate of approximately 24.5%

· Share

repurchases of up to $700 million

The

Company continues to expect capital expenditures, including those related to investments in the Company’s strategic initiatives,

in the range of $1.4 billion to $1.5 billion.

The

Company is also reiterating its plans to execute approximately 4,730 real estate projects in fiscal 2026, including opening approximately

450 new stores in the United States and approximately 10 new stores in Mexico, remodeling approximately 2,000 stores through Project

Renovate, remodeling approximately 2,250 stores through Project Elevate, and relocating approximately 20 stores.

Conference

Call Information

The

Company will hold a conference call on August 27, 2026 at 8:00 a.m. CT/9:00 a.m. ET, hosted by Todd Vasos, chief executive

officer, and Donny Lau, chief financial officer. To participate via telephone, please call (877) 407-0890 at least 10 minutes before

the conference call is scheduled to begin. The conference ID is 13761377. There will also be a live webcast of the call available at

https://investor.dollargeneral.com under “News & Events, Events & Presentations.” A replay of the conference

call will be available through September 24, 2026, and will be accessible via webcast replay or by calling (877) 660-6853. The conference

ID for the telephonic replay is 13761377.

Forward-Looking

Statements

This

press release contains forward-looking information within the meaning of the federal securities laws, including the Private Securities

Litigation Reform Act. Forward-looking statements include those regarding the Company’s outlook, strategy, initiatives, plans,

intentions or beliefs, including, but not limited to, statements made within the quotation of Mr. Vasos, and in the sections entitled

“Share Repurchases,” “Dividend” and “Fiscal Year 2026 Financial Guidance and Store Growth Outlook.”

reader can identify forward-looking statements because they are not limited to historical fact or they use words such as “accelerate,”

“aim,” “anticipate,” “assume,” “back half of the year,” “believe,” “beyond,”

“can,” “committed,” “confident,” “continue,” “could,” “drive,”

“estimate,” “expect,” “focus on,” “forecast,” “future,” “goal,”

“guidance,” “intend,” “investments,” “likely,” “long-term,” “looking

ahead,” “look to,” “may,” “model,” “moving toward,” “near-term,” “ongoing,”

“opportunities,” “outcome,” “outlook,” “plan,” “position,” “potential,”

“predict,” “project,” “prospects,” “seek,” “should,” “subject to,”

“target,” “uncertain,” “well-positioned,” “will,” “would,” or “years

ahead,” and similar expressions that concern the Company’s outlook, long-term financial framework, strategies, plans, initiatives,

intentions or beliefs about future occurrences or results. These matters involve risks, uncertainties and other factors that may change

at any time and may cause actual results to differ materially from those which the Company expected. Many of these statements are derived

from the Company’s operating budgets and forecasts as of the date of this release, which are based on many detailed assumptions

and estimates that the Company believes are reasonable. However, it is very difficult to predict the effect of known factors on future

results, and the Company cannot anticipate all factors that could affect future results that may be important to an investor. All forward-looking

information should be evaluated in the context of these risks, uncertainties and other factors. Important factors that could cause actual

results to differ materially from the expectations expressed in or implied by such forward-looking statements include, but are not limited

to:

· economic

factors, including but not limited to employment levels; inflation (and the Company’s

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 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 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; and changes in laws and regulations and their effect on, as

applicable, customer spending, confidence and disposable income, the Company’s ability

to execute its strategies and initiatives, the Company’s cost of goods sold, the Company’s

SG&A expenses (including real estate and building costs), and the Company’s sales

and profitability;

· failure

to achieve or sustain the Company’s 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 the Company operates, 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 the Company’s real estate projects and timely

meet its financial expectations, or to anticipate or successfully address the challenges

imposed by the Company’s 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 the Company’s business, customer, employee or vendor information

or to comply with privacy laws, or the Company or one of its 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

the Company from operating all or a portion of its business;

· damage

or interruption to the Company’s information systems as a result of external factors,

staffing shortages or challenges in maintaining or updating the Company’s existing

technology or developing, implementing or integrating new technology (including artificial

intelligence);

· a

significant disruption to the Company’s distribution network, the capacity of the Company’s

distribution centers or the timely receipt of inventory; increased fuel or transportation

costs (including those related to 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;

· 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 the Company’s 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 the Company’s private brands, including, but not limited to, the Company’s

level of success in improving their gross profit rate at expected levels;

· failure

to protect the Company’s reputation;

· seasonality

of the Company’s business;

· reliance

on third parties in many aspects of the Company’s 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 the Company’s credit profile (including the Company’s current increased

debt levels or any downgrade to the Company’s credit ratings), compliance with covenants

and restrictions under the Company’s debt agreements, and the amount of the Company’s

available excess capital;

· impact

of market and other factors on the volatility of the Company’s 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 rate), the interpretation

of existing tax laws, the expiration of the Work Opportunity Tax Credit, or the Company’s

failure to sustain its reporting positions negatively affecting the Company’s 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;

· the

factors disclosed under “Risk Factors” in the Company’s most recent Annual

Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q;

and

· such

other factors as may be discussed or identified in this press release.

All

forward-looking statements are qualified in their entirety by these and other cautionary statements that the Company makes from time

to time in its SEC filings and public communications. The Company cannot assure the reader that it will realize the results or developments

the Company anticipates or, even if substantially realized, that they will result in the consequences or affect the Company or its operations

in the way the Company expects. Forward-looking statements speak only as of the date made. The Company undertakes no obligation, and

specifically disclaims any duty, to update or revise any forward-looking statements as a result of new information, future events or

circumstances, or otherwise, except as otherwise required by law. As a result of these risks and uncertainties, readers are cautioned

not to place undue reliance on any forward-looking statements included herein or that may be made elsewhere from time to time by, or

on behalf of, the Company.

Investors

should also be aware that while the Company does, from time to time, communicate with securities analysts and others, it is against the

Company’s policy to disclose to them any material, nonpublic information or other confidential commercial information. Accordingly,

shareholders should not assume that the Company agrees with any statement or report issued by any securities analyst regardless of the

content of the statement or report. Furthermore, the Company has 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 the Company’s responsibility.

About

Dollar General Corporation

Dollar

General Corporation (NYSE: DG) is proud to serve as America’s neighborhood general store. Founded in 1939, Dollar General lives

its mission of Serving Others every day by providing access to affordable products and services for its customers, career opportunities

for its employees, and literacy and education support for its hometown communities. As of July 31, 2026, the Company’s 21,148

Dollar General, DG Market, DGX and pOpshelf stores across the United States and Mi Súper Dollar General stores in Mexico provide

everyday essentials including food, health and wellness products, cleaning and laundry supplies, self-care and beauty items, and seasonal

décor from our high-quality private brands alongside many of the world’s most trusted brands such as Coca Cola, PepsiCo/Frito-Lay,

General Mills, Hershey, J.M. Smucker, Kraft, Mars, Nestlé, Procter & Gamble and Unilever.

DOLLAR

GENERAL CORPORATION AND SUBSIDIARIES

Consolidated

Balance Sheets

(In

thousands)

(Unaudited)

July 31,

August 1,

January 30,

2026

2025

2026

ASSETS

Current assets:

Cash and cash equivalents

$ 1,589,590

$ 1,284,567

$ 1,138,501

Merchandise inventories

6,552,841

6,609,690

6,331,861

Income taxes receivable

75,422

81,728

17,158

Prepaid expenses and other current assets

564,058

422,694

410,283

Total current assets

8,781,911

8,398,679

7,897,803

Net property and equipment

6,623,844

6,398,049

6,398,589

Operating lease assets

11,150,429

11,262,298

11,072,500

Goodwill

4,338,589

Other intangible assets, net

1,200,082

1,199,700

1,200,050

Other assets, net

72,478

55,796

56,199

Total assets

$ 32,167,333

$ 31,653,111

$ 30,963,730

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Current portion of long-term obligations

$ 12,670

$ 19,326

$ 14,401

Current portion of operating lease liabilities

1,572,005

1,502,571

1,532,489

Accounts payable

4,349,548

3,970,610

4,051,592

Accrued expenses and other

1,314,165

1,197,867

1,263,296

Income taxes payable

16,677

11,292

99,357

Total current liabilities

7,265,065

6,701,666

6,961,135

Long-term obligations

4,558,145

5,725,776

4,565,881

Long-term operating lease liabilities

9,630,280

9,820,261

9,605,885

Deferred income taxes

1,120,887

1,127,793

1,038,863

Other liabilities

304,308

265,484

280,004

Total liabilities

22,878,685

23,640,980

22,451,768

Commitments and contingencies

Shareholders’ equity:

Preferred stock

Common stock

193,040

192,593

192,694

Additional paid-in capital

3,951,430

3,863,898

3,909,593

Retained earnings

5,132,541

3,949,306

4,398,466

Accumulated other comprehensive income (loss)

11,637

6,334

11,209

Total shareholders’ equity

9,288,648

8,012,131

8,511,962

Total liabilities and shareholders’ equity

$ 32,167,333

$ 31,653,111

$ 30,963,730

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income

(In thousands, except per share amounts)

(Unaudited)

For the Quarter Ended

July 31,

% of Net

August 1,

% of Net

2026

Sales

2025

Sales

Net sales

$ 11,290,380

100.00 %

$ 10,727,737

100.00

Cost of goods sold

7,609,459

67.40

7,366,069

68.66

Gross profit

3,680,921

32.60

3,361,668

31.34

Selling, general and administrative expenses

2,911,757

25.79

2,766,240

25.79

Operating profit

769,164

6.81

595,428

5.55

Interest expense, net

42,883

0.38

57,727

0.54

Income before income taxes

726,281

6.43

537,701

5.01

Income tax expense

175,966

1.56

126,275

1.18

Net income

$ 550,315

4.87 %

$ 411,426

3.84

Earnings per share:

Basic

$ 2.49

$ 1.87

Diluted

$ 2.48

$ 1.86

Weighted average shares outstanding:

Basic

220,606

220,090

Diluted

221,505

220,854

For the

26 Weeks Ended

July 31,

% of Net

August 1,

% of Net

2026

Sales

2025

Sales

Net sales

$ 22,077,345

100.00 %

$ 21,163,716

100.00

Cost of goods sold

14,985,952

67.88

14,570,760

68.85

Gross profit

7,091,393

32.12

6,592,956

31.15

Selling, general and administrative expenses

5,683,713

25.74

5,421,415

25.62

Operating profit

1,407,680

6.38

1,171,541

5.54

Interest expense, net

90,121

0.41

122,331

0.58

Income before income taxes

1,317,559

5.97

1,049,210

4.96

Income tax expense

323,117

1.46

245,856

1.16

Net income

$ 994,442

4.50 %

$ 803,354

3.80

Earnings per share:

Basic

$ 4.51

$ 3.65

Diluted

$ 4.49

$ 3.64

Weighted average shares outstanding:

Basic

220,477

220,038

Diluted

221,532

220,495

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

For the 26 Weeks Ended

July 31,

August 1,

2026

2025

Cash flows from operating activities:

Net income

$ 994,442

$ 803,354

Adjustments to reconcile net income to

net cash from operating activities:

Depreciation and amortization

548,310

509,609

Deferred income taxes

82,037

24,035

Noncash share-based compensation

61,213

52,977

Other noncash (gains) and losses

29,922

88,387

Change in operating assets and liabilities:

Merchandise inventories

(248,951 )

44,667

Prepaid expenses and other current assets

(169,447 )

(25,727 )

Accounts payable

275,501

111,177

Accrued expenses and other liabilities

74,696

167,312

Income taxes

(140,944 )

46,560

Other

(10,074 )

(7,496 )

Net cash provided by (used in) operating activities

1,496,705

1,814,855

Cash flows from investing activities:

Purchases of property and equipment

(758,450 )

(693,918 )

Proceeds from sales of property and equipment

4,168

2,424

Net cash provided by (used in) investing activities

(754,282 )

(691,494 )

Cash flows from financing activities:

Repayments of long-term obligations

(11,937 )

(509,629 )

Costs associated with issuance of debt

(487 )

Payments of cash dividends

(260,307 )

(259,718 )

Other equity and related transactions

(19,090 )

(1,536 )

Net cash provided by (used in) financing activities

(291,334 )

(771,370 )

Net increase (decrease) in cash and cash equivalents

451,089

351,991

Cash and cash equivalents, beginning of period

1,138,501

932,576

Cash and cash equivalents, end of period

$ 1,589,590

$ 1,284,567

Supplemental cash flow information:

Cash paid for:

Interest

$ 112,731

$ 149,339

Income taxes

$ 382,267

$ 175,037

Supplemental schedule of non-cash investing and financing activities:

Right of use assets obtained in exchange for new operating lease liabilities

$ 845,860

$ 859,724

Purchases of property and equipment awaiting processing for payment, included in Accounts payable

$ 146,552

$ 117,281

DOLLAR GENERAL CORPORATION AND SUBSIDIARIES

Selected Additional Information

(Unaudited)

Sales

by Category (in thousands)

For the Quarter Ended

July 31,

August 1,

2026

2025

% Change

Consumables

$ 9,263,012

$ 8,819,919

5.0 %

Seasonal

1,187,704

1,106,059

7.4 %

Home products

536,574

511,842

4.8 %

Apparel

303,090

289,917

4.5 %

Net sales

$ 11,290,380

$ 10,727,737

5.2 %

For the 26 Weeks Ended

July 31,

August 1,

2026

2025

% Change

Consumables

$ 18,155,480

$ 17,456,599

4.0 %

Seasonal

2,272,047

2,129,002

6.7 %

Home products

1,059,552

1,019,018

4.0 %

Apparel

590,266

559,097

5.6 %

Net sales

$ 22,077,345

$ 21,163,716

4.3 %

Store

Activity

For the 26 Weeks Ended

July 31,

August 1,

2026

2025

Beginning store count

20,893

20,594

New store openings

321

360

Store closings

(66 )

(208 )

Net new stores

255

152

Ending store count

21,148

20,746

Total selling square footage (000’s)

161,521

158,458

Growth rate (square footage)

1.9 %

2.6 %

Contacts

Investor Contact:

investorrelations@dollargeneral.com

Media Contact:

dgpr@dollargeneral.com

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