Vinci

2024 ANNUAL REPORT  |  2025 PROXY STATEMENT

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 January 31, 2025, the 
Company’s 20,594 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.    
4
1
71
26
99
611
196
54
172
489
1,098
681
1,106
964
1,019
680
336
224
73
80
154
276
565
1,880
8
142
79
27
9
8
13
23
87
44
264
144
777
661
576
675
1,063
312
1,014
753
294
711
701
979
56
47
42
 9
24
20
5
7
7
10
8
10
1
1
3
4
14
7
7
1Combination distribution centers have both refrigerated and non-refrigerated products. 
pOpshelf 
Stores
Distribution 
Centers
Dollar General 
Stores
Fresh 
Distribution Centers
Combination 
Distribution Centers1
Regional Hub 
Distribution Centers
STORES
IN 48 STATES & MEXICO
 11
61
17
20,594

As we commemorated Dollar General’s 85th anniversary in 2024, 
we reflect with gratitude on our journey from a single store in 
Kentucky to over 20,500 stores across the United States and 
now Mexico. This milestone is a testament to our unwavering 
commitment to our mission of Serving Others and the dedication 
of our employees, customers, and communities who have 
supported us every step of the way. 
2024: A Year of Progress
This year, Dollar General continued to demonstrate resilience and 
adaptability in a dynamic retail environment. Despite internal 
and external challenges, including significant financial pressures 
faced by our core customer base, our team executed with purpose 
and determination. While these pressures impacted our financial 
results, we remained focused on making meaningful progress 
to further enhance the value and convenience proposition 
for our customers, and deliver strong, sustainable returns for 
our shareholders.  
Back to Basics: Strengthening Our Foundation 
In 2024, we remained focused on strengthening execution while 
delivering on our operating priorities. Our Back to Basics efforts 
have strengthened the foundation to elevate our operational 
excellence, improve the customer and employee experience, and 
create long-term value for our shareholders. These efforts were 
focused on the following three key areas of the business:
Store Operations
For our customers, everything begins and ends with our stores. 
Our goal has been to enhance their in-store experience by 
ensuring that every store is clean, friendly and easy to shop. 
This year, we meaningfully increased the number of stores that 
meet or exceed customer expectations, as evidenced by the 
significant improvement in customer satisfaction scores since 
the beginning of the year. These improvements were supported 
by improved in-stock levels, simplified operations and a greater 
front-end employee presence, all of which have contributed to 
a better shopping experience for our customers and increased 
retention of our employees.
Supply Chain
Our supply chain is critical to our ability to deliver value and 
convenience to our customers every day. In 2024, we prioritized 
improving on-time and in-full delivery rates, which are critical to 
supporting our stores. We also refreshed our sorting processes 
inside the distribution center to drive greater efficiencies 
downstream for our stores, exited temporary warehouse 
facilities to streamline operations, and opened two new 
distribution centers to facilitate our ongoing growth. These 
advancements have not only increased efficiency and inventory 
accuracy but have also reduced workload for store teams and 
improved product availability for our customers. 
Merchandising
Our merchandising team has been instrumental in simplifying 
operations for our store teams, reducing inventory levels, and 
optimizing product assortments. This year we made progress 
in lowering average inventory per store, while also significantly 
improving in-stock levels and providing meaningful value for our 
customers. Initiatives like DG Deal Days and our $1 Value Valley 
section have driven growth in key categories, underscoring our 
ability to meet customers’ needs at price points that help them 
stretch their dollar. 
   
Positioned for the Future
We are proud of our progress and remain committed to 
continuous improvement as we work to further strengthen our 
foundation, positioning us to build on this progress as we move 
into 2025. Looking ahead, we will focus on initiatives to enhance 
both value and convenience for new and existing customers. 
These efforts include piloting same-day delivery through our DG 
app and website, and expanding our real estate footprint through 
new stores, while elevating our brand and shopping experience 
through increasing remodels within our mature store base. 
At Dollar General, we are deeply committed to the communities 
we serve, and our commitment to our mission of Serving Others 
remains at the heart of everything we do. In 2024, Dollar General 
and its Foundations contributed over $27 million to charitable 
initiatives, bringing hope and opportunity to individuals and 
nonprofit organizations across the country.
None of this would be possible without the dedication and 
resilience of our more than 195,000 employees, whose hard work 
brings our mission to life every day. Their steadfast commitment 
has been instrumental in our ability to execute on our Back to 
Basics efforts, strengthen our foundation, and position Dollar 
General for future success.
As we reflect on Dollar General’s 85-year legacy, we are inspired 
by and excited about the opportunities that lie ahead.  We are 
energized by our ability to expand our reach, while further 
enhancing the customer experience. It is exciting to move into the 
next chapter of our journey, and we remain focused on delivering 
meaningful value for our customers, employees, and shareholders. 
Thank you for your continued trust and support.
Sincerely,
Todd J. Vasos 
Chief Executive Officer   
TO OUR FELLOW SHAREHOLDERS, CUSTOMERS & EMPLOYEES:
HIGHLIGHTS OF 2024
Net sales of $40.6 billion, and a  
same-store sales increase of 1.4%
Operating profit of $1.7 billion*
Net income of $1.1 billion,  
and diluted EPS of $5.11*
Cash flows from operations of $3.0 billion
*Operating Profit includes charges of $232 million, which resulted in a  
negative impact of approximately $0.81 per share, primarily due to store 
closures and pOpshelf impairment charges associated with a store  
portfolio review conducted in the fourth quarter of fiscal 2024.

NOTICE OF ANNUAL MEETING OF 
SHAREHOLDERS AND PROXY STATEMENT

DEAR FELLOW SHAREHOLDERS,
On behalf of the Board of Directors, I am pleased to invite you to the virtual 2025 Annual Meeting of Shareholders of
Dollar General Corporation on May 29, 2025, at 8:00 a.m. CT. Please see the Notice of Annual Meeting of Shareholders for
instructions to join the annual meeting.
Commitment to Shareholder Engagement
The Board of Directors remains committed to robust shareholder engagement, and we appreciated the opportunity to
speak with many of you over the past year. In 2024, we invited shareholders representing approximately 66% of shares
outstanding to participate in our focused annual shareholder outreach program, with shareholders representing
approximately 56% of shares outstanding electing to participate. In my capacity as Chairman of the Board, I participated
in engagement with investors representing 31% of shares outstanding. The information we gathered from these engagements
helped inform the disclosures in our Serving Others report for 2024 and the Proxy Statement, as well as the Board’s decision-
making processes, particularly around our executive compensation program.
Alignment of Executive Compensation with Performance
We remain focused on pay-for-performance alignment in our executive compensation program, which is designed to
serve the long-term interests of our shareholders by effectively balancing short- and long-term incentives based on
achievement of our annual and long-term business objectives, as well as to maintain our competitive position in the market
in which we compete for executive talent.
In October 2023, our former CEO and existing Board member, Todd Vasos, was re-appointed CEO. We met with many of
our shareholders who were pleased with his re-appointment and the compensation package he received. However, a
small percentage of shareholders believed that the one-time option award to Mr. Vasos upon his re-appointment, certain
of the structural aspects of our program, or both, led to a pay-for-performance imbalance. These beliefs were reflected in the
lower support for Say-on-Pay at the 2024 Annual Meeting of Shareholders, which received approximately 73% support.
In the fall of 2024, we re-engaged with many of our shareholders, specifically seeking feedback on the Say-on-Pay vote in
2024 and our executive compensation program in general. We discussed the changes we had made to the program for
2024 and sought input on potential changes for 2025. Our Compensation and Human Capital Management Committee,
working with its independent compensation consultant, took this feedback into account when designing the 2025 program,
as discussed in the Proxy Statement.
Focus on Board Refreshment
The Board of Directors is comprised of highly qualified and engaged individuals with a variety of skillsets and experiences.
We engage in a thoughtful Board refreshment process, which has resulted in the addition of one new independent director
in each of the last three years.
After 12 years of service, Patricia Fili-Krushel retired from the Board in August 2024. Pat was a thoughtful and highly
effective director over her tenure, and we appreciate her many contributions to our Company. Also in August 2024, we
welcomed our newest Board member, Kathleen Scarlett, who serves as the Senior EVP of Human Resources and Corporate
Affairs for Best Buy Co., Inc. Her wealth of retail industry experience and leadership in both human resources and corporate
affairs over the past 30 years provides valuable insights in support of our strategic goals and growth plans.
We look forward to the year ahead as we continue to deliver on our mission of Serving Others. Thank you for your investment
in Dollar General. I am grateful for your continued trust in us and for the privilege of continuing to serve as Chairman of
the Board.
SINCERELY,
MICHAEL M. CALBERT
CHAIRMAN OF THE BOARD
APRIL 8, 2025
We will begin mailing to shareholders printed copies of this document and the form of proxy or the Notice of Internet
Availability on or about April 8, 2025.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DATE
TIME
LOCATION
29
Thursday,
May 29, 2025
8:00 a.m.
Central Time
Virtual via live webcast at
www.virtualshareholdermeeting.com/DG2025
(the “Annual Meeting Website”)
ITEMS OF BUSINESS:
• To elect as directors the nine nominees listed in the Proxy Statement
• To hold an advisory vote to approve our named executive officer compensation as disclosed in the Proxy
Statement
• To ratify the appointment of our independent registered public accounting firm for fiscal 2025
• To vote upon four shareholder proposals, as described in the Proxy Statement, if properly presented at the
annual meeting
• To transact any other business that may properly come before the annual meeting and any adjournments of
that meeting
WHO MAY VOTE:
Shareholders of record at the close of business on March 20, 2025
HOW TO PARTICIPATE IN THE ANNUAL MEETING:
There will be no physical location for the annual meeting, which will be held entirely online via live webcast through
the Annual Meeting Website. To participate in the meeting, visit the Annual Meeting Website and enter your
16-digit control number found on your Notice of Internet Availability, proxy card or voting instruction form.
Shareholders who follow such instructions will be counted as attending the meeting “in person.” Prior to the meeting,
you also will be able to vote at www.proxyvote.com and by the other methods described in the Proxy Statement.
We encourage you to vote in advance of the meeting even if you intend to attend the meeting. For more information,
please see “Solicitation, Meeting and Voting Information” in the Proxy Statement.
By Order of the Board of Directors,
Goodlettsville, Tennessee
April 8, 2025
Christine L. Connolly
Corporate Secretary

PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in the Proxy Statement or about Dollar General. This
summary does not contain all of the information that you should consider, and you should review all of the
information contained in the Proxy Statement before voting.
WHO WE ARE
We are America’s neighborhood general store, serving the needs of our customers by providing convenience, value
and service—Every day!
OUR MISSION 
OUR VALUES 
OUR SELECTED HIGHLIGHTS
We Believe In:
• Demonstrating integrity in everything we do.
• Providing employees the opportunity for 
growth and development in a friendly and fun 
environment.
• Delivering results through hard work and 
a shared commitment to excellence.
• Celebrating success and recognizing the 
contribution of others.
• Owning our actions and decisions and learning 
from our mistakes.
• Respecting the dignity and differences
of others.
OUR 
OPERATING
PRIORITIES 
Investing in the growth
and development
of our teams
Driving profitable
sales growth 
Capturing growth
opportunities 
Enhancing our
position as a low-
cost operator 
Serving Others
For Employees...
Respect & Opportunity
For Communities...
A Better Life
For Shareholders...
A Superior Return
For Customers...
Convenience, Quality 
& Great Prices
34 DISTRIBUTION CENTERS(1)
20,594 STORES
>195,000
EMPLOYEES(1)
and Mexico(1)
48 STATES
(1)
As of January 31, 2025.
2025 Proxy Statement

BOARD OF DIRECTORS COMPOSITION (pp. 5 - 9, 14 - 15 and 19)
Director
Since
(Calendar
Year)
Committee
Memberships
Name and Principal Occupation
Independent
Age
Current Service on
Other Public Boards
A
C
N
Warren F. Bryant
79
2009
Retired Chairman, President & CEO,
Longs Drug Stores Corporation
Michael M. Calbert
62
2007
• PVH Corp.
Chairman,
Dollar General Corporation
Retired Member, KKR & Co. L.P.
Ana M. Chadwick
53
2022
EVP, CFO & Treasurer,
Insulet Corporation
Timothy I. McGuire
64
2018
Executive Chairman,
Jump Plus Stores ULC
David P. Rowland
64
2023
Retired Executive Chairman,
Accenture plc
Debra A. Sandler
65
2020
• Keurig Dr Pepper Inc.
• Archer Daniels Midland
Company
• Gannett Co., Inc.
President & CEO,
La Grenade Group, LLC
Ralph E. Santana
CEO,
Recteq Grills
57
2018
Kathleen M. Scarlett
Senior EVP, Human Resources &
Corporate Affairs,
Best Buy Co., Inc.
61
2024
Todd J. Vasos
63
2015
• KeyCorp
CEO,
Dollar General Corporation
Chair
Member
A
Audit
C
Compensation & Human
Capital Management
N
Nominating, Governance &
Corporate Responsibility
PROXY STATEMENT SUMMARY
2025 Proxy Statement

BOARD OF DIRECTORS KEY STATISTICS (pp. 4 - 9)
33.3%
Racially
Diverse
33.3%
Female
COMPOSITION
AGE
63
DIRECTOR
AVERAGE
AGE 
TENURE
0-5
6-10
3
4
11+
2
7
YEARS
AVERAGE
BOARD-LEVEL STRATEGY AND RISK OVERSIGHT (pp. 12 - 15)
Our Board of Directors actively oversees our corporate strategy and related risks and further coordinates risk
oversight with its three fully independent committees, each with a different set of responsibilities:
AUDIT COMMITTEE
COMPENSATION AND HUMAN
CAPITAL MANAGEMENT
COMMITTEE
NOMINATING, GOVERNANCE
AND CORPORATE
RESPONSIBILITY COMMITTEE
Oversees financial reporting
matters and enterprise risk
management, including
cybersecurity
Oversees significant human capital
management matters, primarily
including employee recruitment,
retention and engagement; labor
matters; and compensation
Oversees corporate governance
and significant corporate social
responsibility and sustainability
matters
SHAREHOLDER ENGAGEMENT (pp. 11 - 12)
Our Board of Directors appreciates and proactively seeks the viewpoints of our shareholders. Our focused outreach
in the fall of 2024 encompassed a broad base of shareholders and discussion topics and helped inform the
disclosures in our Serving Others report for 2024 and the Proxy Statement, as well as the Board’s decision-making
processes, particularly around our executive compensation program.
INVITED
shareholders representing
~66%
of shares outstanding
ENGAGED
shareholders representing
~56%
of shares outstanding
CHAIRMAN
LED
engagement with
shareholders representing
~31%
of shares outstanding
PROXY STATEMENT SUMMARY
2025 Proxy Statement

PAY FOR PERFORMANCE (pp. 21 - 29)
The primary elements of our 2024 annual executive compensation program are summarized in the chart below and
reflect significant alignment with our shareholders’ interests.
Pay Element
Vehicle
2024 Metrics
Base Salary
Cash
Reflects comparable positions in the
competitive marketplace, recognizing
performance, responsibilities and experience
Short-Term
Incentive
Cash
Adjusted EBIT (80%)
Net Sales (20%)
Long-Term
Incentive
Options (50%)
Vest 25% annually
over 4 years
Stock price
PSUs (50%)
3-year ratable vest (Adj. EBITDA)
3-year cliff vest (Adj. ROIC)
1-Year Adjusted EBITDA (50%)
3-Year Adjusted ROIC (50%)
72.8%
SHAREHOLDER
SUPPORT
The most recent shareholder advisory vote on our
named executive officer compensation was held on
May 29, 2024. Excluding abstentions and broker non-
votes, 72.8% of total votes were cast in support of the
program. See “Compensation Discussion and Analysis”
and “Corporate Governance” for a discussion of our
engagement with shareholders regarding our executive
compensation program.
PROXY STATEMENT SUMMARY
2025 Proxy Statement

VOTING MATTERS (pp. 1 - 10, 50, and 55 - 66)
2025 Proposals
Board
Recommendation
Election of Directors Item 1 on the Ballot
For
Advisory Vote to Approve Named Executive Officer Compensation Item 2 on the Ballot
For
Ratification of Appointment of Auditors Item 3 on Ballot
For
Shareholder Proposals Items 4-7 on the Ballot
Against
HOW TO VOTE (p. 2)
MAIL
PHONE
INTERNET
IN PERSON
Complete, sign,
date and mail your
proxy card or
voting instruction form
1-800-690-6903
www.proxyvote.com
May 29, 2025
8:00 a.m., CT
On the Annual Meeting
Website
ANNUAL MEETING WEBSITE:
www.virtualshareholdermeeting.com/DG2025
See “Solicitation, Meeting and Voting Information”
for instructions on how to participate in the annual meeting.
PROXY STATEMENT SUMMARY
2025 Proxy Statement

TABLE OF CONTENTS
SOLICITATION, MEETING AND VOTING
INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
ELECTION OF DIRECTORS (Item 1 on the Ballot) . . . . . . . .
4
CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
DIRECTOR COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
DIRECTOR INDEPENDENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
TRANSACTIONS WITH MANAGEMENT AND
OTHERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
Compensation Discussion and Analysis . . . . . . . . . . . . .
21
Compensation Committee Report . . . . . . . . . . . . . . . . . .
29
Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . .
30
Grants of Plan-Based Awards in Fiscal 2024 . . . . . . . .
32
Outstanding Equity Awards at 2024 Fiscal
Year-End . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
Option Exercises and Stock Vested During Fiscal
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
Pension Benefits Fiscal 2024 . . . . . . . . . . . . . . . . . . . . . . . .
35
Nonqualified Deferred Compensation Fiscal 2024 . .
35
Potential Payments Upon Termination or Change
in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
Pay Versus Performance . . . . . . . . . . . . . . . . . . . . . . . .
45
Compensation Committee Interlocks and
Insider Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
Compensation Risk Considerations . . . . . . . . . . . . .
49
Pay Ratio Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
ADVISORY VOTE TO APPROVE NAMED
EXECUTIVE OFFICER COMPENSATION (Item 2 on
the Ballot) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
SECURITY OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51
Security Ownership of Certain Beneficial
Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51
Security Ownership of Officers and
Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52
AUDIT COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . . . . .
53
FEES PAID TO AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
RATIFICATION OF APPOINTMENT OF AUDITORS
(Item 3 on the Ballot) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55
SHAREHOLDER PROPOSALS (Items 4-7 on the
Ballot): . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56
SHAREHOLDER PROPOSALS FOR 2026 ANNUAL
MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER
MEETING TO BE HELD ON MAY 29, 2025
The Proxy Statement, our 2024 Annual Report and a form of proxy card are available at www.proxyvote.com.
You will need your Notice of Internet Availability or proxy card to access the proxy materials.
As permitted by rules adopted by the Securities and Exchange Commission (“SEC”), we are furnishing our proxy
materials over the Internet to some of our shareholders. This means that some shareholders will not receive paper
copies of these documents but instead will receive only a Notice of Internet Availability containing instructions
on how to access the proxy materials over the Internet and how to request a paper copy of our proxy materials,
including the Proxy Statement, our 2024 Annual Report, and a proxy card. Shareholders who do not receive a Notice
of Internet Availability will receive a paper copy of the proxy materials by mail, unless they have previously
requested delivery of proxy materials electronically.
2025 Proxy Statement

PROXY STATEMENT
This document is the Proxy Statement of Dollar General Corporation that we use to solicit your proxy to vote upon certain
matters at our Annual Meeting of Shareholders to be held at 8:00 a.m., Central Time, on Thursday, May 29, 2025, entirely
online at www.virtualshareholdermeeting.com/DG2025 (the “Annual Meeting Website”). We will begin mailing to
shareholders printed copies of this document and the form of proxy or the Notice of Internet Availability on or about
April 8, 2025.
We include in this Proxy Statement for reference only website addresses and references to our Serving Others report,
Report on Audit of Dollar General Safety Policies and Practices, and various policies. The information contained in these
websites, reports and policies are not incorporated by reference into, and do not form a part of, this Proxy Statement, except
to the extent expressly so incorporated.
Annual Meeting Website:
www.virtualshareholdermeeting.com/DG2025
SOLICITATION, MEETING AND VOTING INFORMATION
What is Dollar General Corporation and where
is it located?
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 January 31, 2025, the Company’s 20,594
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. Our principal executive offices are
located at 100 Mission Ridge, Goodlettsville, Tennessee
37072.
We also refer to our company as “we,” “us” or “Dollar
General.” Unless otherwise noted or required by the context,
“2025,” “2024,” “2023,” “2022,” “2021,” and “2020” refer to
our fiscal years ending or ended January 30, 2026,
January 31, 2025, February 2, 2024, February 3, 2023,
January 28, 2022, and January 29, 2021, respectively.
What is a proxy and who is asking for it and
paying for the cost to solicit it?
A proxy is your legal designation of another person, called
a “proxy,” to vote your stock. The document designating
someone as a proxy is also called a proxy or a proxy card.
Our directors, officers and employees are soliciting your
proxy on behalf of our Board of Directors and will not be
specially paid for doing so. Solicitation of proxies by mail
may be supplemented by telephone, email and other
electronic means, advertisements, personal solicitation,
news releases issued by Dollar General, postings on our
website or otherwise. Dollar General will pay all expenses
of this solicitation. We have retained Innisfree M&A
Incorporated to act as a proxy solicitor for a fee of $17,500,
plus reimbursement of out-of-pocket expenses.
How may I attend and participate in the annual
meeting?
The annual meeting is being held entirely online via the
Annual Meeting Website. Only shareholders as of March 20,
2025 (the “Record Date”), may vote at the annual meeting,
view the list of shareholders as of the Record Date, or
submit questions regarding voting items during the meeting.
To attend the meeting, please visit the Annual Meeting
Website and enter your Control Number. If you do not have
your Control Number, you may still attend the meeting by
visiting the Annual Meeting Website and registering as a
guest, but you will not be able to vote your shares,
examine our list of shareholders or submit questions
during the meeting.
You may log into the Annual Meeting Website beginning at
7:45 a.m., Central Time, on May 29, 2025, and the meeting
will begin promptly at 8:00 a.m., Central Time. If you intend
to join the meeting, you should ensure that you have a
strong WiFi or internet connection. We encourage you to
access the Annual Meeting Website before the meeting
begins, and you should give yourself plenty of time to log
in and ensure that you can hear streaming audio prior to the
start of the meeting. If you experience any technical
difficulties logging into the Annual Meeting Website or at
any time during the meeting, please call the technical
support number, which will be posted on the login page of
the Annual Meeting Website. Technical support will be
available beginning at 7:45 a.m., Central Time, the day of
the meeting and will remain available until the meeting has
ended.
2025 Proxy Statement
1

What is a Control Number?
To attend and participate in the annual meeting online, you
will need your “Control Number.” The Control Number is a
16-digit number that you can find in the Notice of Internet
Availability or the proxy card (in each case if you are a
shareholder of record), as applicable, or in the voting
instruction form (if you are a street name holder).
Who may vote at the annual meeting?
You may vote if you owned shares of Dollar General
common stock at the close of business on the Record
Date. As of that date, there were 219,947,078 shares of
Dollar General common stock outstanding and entitled to
vote. Each share is entitled to one vote on each matter.
How many votes must be present to hold the
annual meeting?
A quorum, consisting of the presence in person or by
proxy of the holders of a majority of shares of our common
stock outstanding on the Record Date, must exist to
conduct business at the annual meeting. If a quorum is not
present, the presiding officer at the meeting may adjourn
the meeting from time to time until a quorum is present.
What am I voting on?
You will be asked to vote on:
• the election of the nine nominees listed in this Proxy
Statement (Item 1 on the Ballot);
• the approval on an advisory basis of our named executive
officer compensation as disclosed in this Proxy
Statement (Item 2 on the Ballot);
• the ratification of the appointment of our independent
registered public accounting firm (the “independent
auditor”) for 2025 (Item 3 on the Ballot); and
• the shareholder proposals described in this Proxy
Statement (Items 4-7 on the Ballot) if properly presented.
We are unaware of other matters to be acted upon at the
annual meeting. Under Tennessee law and our governing
documents, no other non-procedural business may be
raised at the meeting unless proper notice has been given
to shareholders.
How do I vote?
If you are a shareholder of record, you may vote your
proxy prior to the meeting date over the telephone or
Internet or, if you received printed proxy materials, by
marking, signing, dating and returning the printed proxy
card in the enclosed envelope. Please refer to the Notice of
Internet Availability or proxy card, as applicable, for the
telephone number, Internet address and other instructions.
Alternatively, you may attend the meeting and vote your
shares on the Annual Meeting Website after entering your
Control Number. Even if you plan to attend the meeting, we
recommend that you vote in advance so that your vote
will be counted if you later decide not to attend the meeting.
If you are a street name holder, your broker, trustee, bank
or other nominee will provide materials and instructions for
voting your shares. You also may vote your shares during
the meeting on the Annual Meeting Website after entering
your Control Number.
What is the difference between a “shareholder
of record” and a “street name” holder?
You are a “shareholder of record” if your shares are
registered directly in your name with EQ Shareowner
Services, our transfer agent. You are a “street name” holder
if your shares are held in the name of a brokerage firm,
bank, trust or other nominee as custodian.
What if I receive more than one Notice of
Internet Availability or proxy card?
You will receive multiple Notices of Internet Availability or
proxy cards if you hold shares in different ways (e.g., joint
tenancy, trusts, custodial accounts, etc.) or in multiple
accounts. Street name holders will receive the Notice of
Internet Availability or proxy card or other voting
information, along with voting instructions, from their
brokers. Please vote the shares represented by each Notice
of Internet Availability or proxy card you receive to ensure
that all your shares are voted.
How will my proxy be voted?
The persons named on the proxy card will vote your proxy
as you direct. If you return a signed proxy card or
complete the Internet or telephone voting procedures but
do not specify how you want to vote your shares, the
persons named on the proxy card will vote your shares in
accordance with the recommendations of our Board of
Directors. If business other than that described in this Proxy
Statement is properly raised, your proxies have authority
to vote as they think best, including to adjourn the annual
meeting.
Can I change my mind and revoke my proxy?
Yes. A shareholder of record may revoke a proxy given
pursuant to this solicitation by:
• signing a valid, later-dated proxy card and submitting it
so that it is received before the annual meeting in
accordance with the instructions included on the proxy
card;
• at or before the meeting, submitting to our Corporate
Secretary a written notice of revocation dated later than
the date of the proxy;
• submitting a later-dated vote by telephone or Internet
no later than 11:59 p.m. Eastern Time on May 28, 2025; or
• attending the meeting and voting in person.
Note that attendance at the meeting, by itself, will not
revoke your proxy.
SOLICITATION, MEETING AND VOTING INFORMATION
2
2025 Proxy Statement

A street name holder may revoke a proxy given pursuant
to this solicitation by following the instructions of the bank,
broker, trustee or other nominee who holds his or her
shares.
How many votes are needed to elect directors?
To be elected at the annual meeting, a nominee must
receive the affirmative vote of a majority of votes cast by
holders of shares entitled to vote at the meeting. Under our
Charter, the “affirmative vote of a majority of votes cast”
means that the number of votes cast in favor of a nominee’s
election exceeds the number of votes cast against his or
her election. You may vote in favor of or against the election
of each nominee, or you may elect to abstain from voting
your shares (Item 1 on the Ballot).
What happens if a director fails to receive the
required vote for election?
An incumbent director who does not receive the required
vote for election at the annual meeting must promptly
tender a resignation as a director for consideration by our
Board of Directors pursuant to our Board-approved director
resignation policy. Each director standing for election at
the meeting has agreed to resign, effective upon the Board’s
acceptance of such resignation, if he or she does not
receive a majority vote. If the Board rejects the offered
resignation, the director will continue to serve until the next
annual shareholders’ meeting and until his or her successor
is duly elected or his or her earlier resignation or removal
in accordance with our Bylaws. If the Board accepts the
offered resignation, the Board, in its sole discretion, may fill
the resulting vacancy or decrease the Board’s size.
How many votes are needed to approve other
matters?
The remaining management proposals (Items 2 and 3 on
the Ballot) and the shareholder proposals (Items 4-7 on the
Ballot) described in this Proxy Statement will be approved
if the votes cast in favor of the applicable proposal exceed
the votes cast against it. The vote on the compensation of
our named executive officers (Item 2 on the Ballot) is
advisory and, therefore, not binding on Dollar General, our
Board of Directors, or its CHCM Committee. With respect
to each of these proposals, and any other matter properly
brought before the annual meeting, you may vote in
favor of or against the proposal, or you may elect to abstain
from voting your shares.
How will abstentions and broker non-votes be
treated?
Abstentions and broker non-votes will be treated as shares
that are present and entitled to vote for purposes of
determining whether a quorum is present but will not be
counted as votes cast either in favor of or against a
particular proposal and will have no effect on the outcome
of the particular proposal.
What are broker non-votes?
Although your broker is the record holder of any shares
that you hold in street name, it must vote those shares
pursuant to your instructions. If you do not provide
instructions, your broker may exercise discretionary voting
power over your shares for “routine” items but not for
“non-routine” items. All matters described in this Proxy
Statement, except for the ratification of the appointment
of our independent auditor, are considered to be non-routine
matters.
“Broker non-votes” occur when shares held of record by a
broker are not voted on a matter because the street name
holder of the shares has not provided voting instructions
and the broker either lacks or declines to exercise the
authority to vote the shares in its discretion.
How can I ask questions or view the list of
shareholders entitled to vote at the annual
meeting?
You may submit questions regarding the voting items in
advance of the annual meeting from May 14, 2025, through
May 23, 2025, by visiting www.proxyvote.com and entering
your Control Number. You may also submit questions
regarding the voting items during the meeting on the
Annual Meeting Website after entering your Control
Number. Rules of Conduct for the meeting, including
without limitation rules pertaining to submission of
questions, will be available prior to the meeting on
www.proxyvote.com and on the Annual Meeting Website.
We encourage you to review the Rules of Conduct in
advance of the meeting.
During the meeting, shareholders of record may examine
the list of shareholders entitled to vote at the meeting on
the Annual Meeting Website after entering their Control
Number and completing the required attestation form that
will be available on the Annual Meeting Website. To
inspect such shareholder list prior to the meeting, please
contact our Investor Relations department at 615-855-5529
or investorrelations@dollargeneral.com.
Will a recording of the annual meeting be
available after the meeting?
Yes. Within 24 hours following the annual meeting, a
recording of the meeting will be available on our website
at https://investor.dollargeneral.com under “News and
Events—Events and Presentations” for at least 30 days. The
information on our website, however, is not incorporated
by reference into, and does not form a part of, this Proxy
Statement.
SOLICITATION, MEETING AND VOTING INFORMATION
2025 Proxy Statement
3

ELECTION OF DIRECTORS (ITEM 1 ON THE BALLOT)
What is the structure of the Board of Directors?
Our Board of Directors must consist of 1 to 15 directors,
with the exact number set by the Board. The Board size is
currently fixed at 9. All directors are elected annually by our
shareholders.
How are directors identified and nominated?
The Nominating, Governance and Corporate Responsibility
Committee (the “NGCR Committee”) is responsible for
identifying, evaluating and recommending director
candidates, including the slate to be presented to
shareholders for election at the annual meeting, to our
Board of Directors, which makes the ultimate election or
nomination determination, as applicable. The NGCR
Committee may use a variety of methods to identify
potential director candidates, such as recommendations
by our directors, management, shareholders or third-party
search firms. The NGCR Committee has retained a
third-party search firm to assist in identifying potential
Board candidates who meet our qualification and
experience requirements and, for any such candidate
identified by such search firm, to compile and evaluate
information regarding the candidate’s qualifications and
experience and to conduct reference checks. Ms. Kathleen
Scarlett, a nominee for election at the annual meeting,
was identified as a candidate by a third-party search firm.
Our Board of Directors values diversity in its broadest sense
and has adopted a written policy to endeavor to achieve
a mix of members with a variety of backgrounds and
experience in areas that are relevant to our business. This
policy further provides that the NGCR Committee should
seek to include qualified women and individuals from
underrepresented groups in the pool from which candidates
are selected. The NGCR Committee periodically assesses
this policy’s effectiveness as part of its annual performance
evaluation. The matrix included below illustrates the
experience and composition of our Board and reflects the
key skills, qualifications and experience that our Board has
determined to be important in light of our current and
expected business needs.
Total
Skills and Experience
7
9
7
6
5
8
7
6
3
4
7
3
3
3
Retail Industry Experience
Senior Leadership (C-Suite) Experience
Strategic Planning/M&A Experience
Other Public Board Service (current or former)
Financial Expertise or Experience
General Independence
Branding/Marketing/Consumer Behavior Experience
Human Capital Experience
E-commerce/Digital/Technology Experience
Risk Management Experience
Bryant
Calbert
Rowland
Vasos
Composition
Racially Diverse
Santana
Female
Chadwick
Born Outside the U.S.
McGuire
Sandler
Scarlett
Global/International Experience
(Sourcing or Operations)
Board of Directors Experience and Composition Matrix
4
2025 Proxy Statement

How are nominees evaluated; what are the
threshold qualifications?
The NGCR Committee is charged with recommending to
our Board of Directors those candidates who it believes are
qualified to serve as Board members consistent with the
director selection criteria established by the Board.
The NGCR Committee assesses a candidate’s independence,
background, experience and time commitments, as well
as our Board’s skill needs. With respect to incumbent
directors, the NGCR Committee also assesses the meeting
attendance record and suitability for continued service.
The NGCR Committee determines whether each nominee
is in a position to devote adequate time to the effective
performance of director duties and possesses the
following threshold characteristics: integrity and
accountability, informed judgment, financial literacy, a
cooperative approach, a record of achievement, loyalty,
and the ability to consult with and advise management. The
NGCR Committee recommends candidates, including
those submitted by shareholders, only if it believes a
candidate’s knowledge, experience and expertise would
strengthen the Board and that the candidate is committed
to representing our shareholders’ long-term interests.
While our focus and priorities may change from time to
time, the Board of Directors Experience and Composition
Matrix above summarizes the key skills, qualifications and
experience that our Board has determined to be important
in light of our current and expected business needs.
Who are the nominees this year?
All nominees standing for election as directors at the
annual meeting were nominated by our Board of Directors
upon the recommendation of the NGCR Committee. The
nominees include 8 incumbent directors who were elected
at the 2024 annual meeting of shareholders, as well as
Ms. Scarlett who was appointed to our Board effective
August 12, 2024. Our Board believes that each of the
nominees can devote an adequate amount of time to the
effective performance of director duties, is in compliance
with our overboarding policy detailed in our Corporate
Governance Guidelines, and possesses all of the threshold
qualifications identified above.
If elected, each nominee would hold office until the 2026
annual meeting of shareholders and until his or her
successor is elected and qualified, subject to any earlier
resignation or removal.
The following lists the nominees, their ages at the date of
this Proxy Statement and the calendar year in which they
first became a director, along with their biographies and
the experience, qualifications, attributes or skills that led our
Board to conclude that each nominee should serve as a
director of Dollar General.
WARREN
F. BRYANT
Age: 79
Director Since:
2009
Biography:
Mr. Bryant served as the President and Chief Executive Officer of Longs Drug Stores Corporation
from 2002 through 2008 and as its Chairman of the Board from 2003 through his retirement in
2008. Prior to joining Longs Drug Stores, he served as a Senior Vice President of The Kroger Co.
from 1999 to 2002. Mr. Bryant served as a director of Loblaw Companies Limited from May 2013 to
May 2022, OfficeMax Incorporated from 2004 to 2013, and Office Depot, Inc. from November 2013
to July 2017.
Specific Experience, Qualifications, Attributes and Skills:
Mr. Bryant has over 40 years of retail experience, including experience in marketing, merchandising,
operations, and finance. His substantial experience in leadership and policy-making roles at other
retail companies, together with his former experience as a board member for other retailers,
provides him with an extensive understanding of our industry, as well as with valuable executive
management skills, global, strategic planning, and risk management experience, and the ability to
effectively advise our CEO.
ELECTION OF DIRECTORS
2025 Proxy Statement
5

MICHAEL
M. CALBERT
Age: 62
Director Since:
2007
Biography:
Mr. Calbert has served as our Chairman of the Board since January 2016. He joined the private
equity firm KKR & Co. L.P. in January 2000 and was directly involved with several KKR portfolio
companies until his retirement in January 2014, after which he served as a consultant to KKR until
June 2015. Mr. Calbert led KKR’s Retail industry team prior to his retirement. He also served as the
Chief Financial Officer of Randall’s Food Markets from 1997 until it was sold in September 1999
and worked as a certified public accountant and consultant with Arthur Andersen Worldwide from
1985 to 1994, where his primary focus was the retail and consumer industry. Mr. Calbert has served
as a director of PVH Corp. since May 2022 and served as a director of Executive Network
Partnering Corporation from September 2020 to October 2022 and AutoZone, Inc. from May 2019
to December 2021. He previously served as our Chairman of the Board from July 2007 until
December 2008 and as our lead director from March 2013 until his re-appointment as our
Chairman of the Board in January 2016.
Specific Experience, Qualifications, Attributes and Skills:
Mr. Calbert has considerable experience in managing private equity portfolio companies and is
experienced with corporate finance and strategic business planning activities. Mr. Calbert has a
strong background and extensive experience in advising and managing companies in the retail
industry, including evaluating business strategies and operations, financial plans and structures,
risk, and management teams. His former service on various company boards in the retail industry
further strengthens his knowledge and experience within our industry. Mr. Calbert also has a
significant financial and accounting background as evidenced by his prior experience as the chief
financial officer of a retail company and his 10 years of practice as a certified public accountant.
ANA
M. CHADWICK
Age: 53
Director Since:
2022
Biography:
Ms. Chadwick has served as Executive Vice President, Chief Financial Officer and Treasurer of
Insulet Corporation, a medical device company, since April 2024. She previously served as
Executive Vice President and Chief Financial Officer of Pitney Bowes Inc. from January 2021 until
April 2024. She joined General Electric Company in 1993, serving for 28 years in various roles,
including President and Chief Executive Officer of GE Capital Global Legacy Solutions (March 2019
to January 2021); Chief Financial Officer and Chief Operating Officer of GE Capital Global Legacy
Solutions (February 2016 to February 2019); Controller of GE Capital Americas (September 2014
to January 2016); Chief Financial Officer of GE Capital Energy Financial Services (July 2010 to
August 2014); Chief Operating Officer of GE Capital Global Banking—GE Money Bank Latin
America (February 2009 to June 2010); Chief Financial Officer of GE Capital Consumer Finance—
Latin America (December 2005 to January 2009); Chief Financial Officer of GE Capital Consumer
Finance—GE Capital Bank Switzerland (December 2003 to November 2005); and a variety of other
finance and audit positions of increasing responsibility.
Specific Experience, Qualifications, Attributes and Skills:
Ms. Chadwick has significant financial and risk management expertise and over 30 years of
experience in various financial planning, audit, banking, and accounting roles. Through these
various roles, she has led large global teams of employees and played a critical role in various joint
ventures, divestitures and restructurings. These experiences bring deep and disciplined
perspective to our Audit Committee and Board. In addition, having lived and worked in several
Latin American countries, including growing businesses in Latin America, she brings valuable
perspective to our Board as the Company works to expand its operations into Mexico and to
further serve its diverse customer base in the United States.
ELECTION OF DIRECTORS
6
2025 Proxy Statement

TIMOTHY
I. MCGUIRE
Age: 64
Director Since:
2018
Biography:
Mr. McGuire has served as the Executive Chairman of Jump Plus Stores ULC, a Canadian chain of
Apple Premier Partner consumer electronics stores, since June 2024. He previously served as Chief
Executive Officer of Mobile Service Center Canada, Ltd. (d/b/a Mobile Klinik, a business division of
TELUS Corporation), from October 2018 through August 2022, and as its Chairman of the Board
from June 2017 to October 2018 and director from March 2017 to July 2020. He retired from
McKinsey & Company in August 2017 after serving as a leader of its global retail and consumer
practice for almost 28 years, including leading the Americas retail practice for five years. While at
McKinsey, Mr. McGuire led consulting efforts with major retail, telecommunications, consumer
service, and marketing organizations in Canada, the United States, Latin America, Europe, and
Australia. He also co-founded McKinsey Analytics, a global group of consultants bringing
advanced analytics capabilities to clients to help make better business decisions. Mr. McGuire also
held various positions with Procter & Gamble (1983 to 1989), including Marketing Director for the
Canadian Food & Beverage division.
Specific Experience, Qualifications, Attributes and Skills:
Mr. McGuire brings over 30 years of valuable retail experience to our company. He has expertise in
strategy, new store/concept development, marketing and sales, operations, international
expansion, big data and advanced analytics, as well as risk management experience. In addition,
Mr. McGuire’s focus while at McKinsey on use of advanced analytics in retail, developing and
implementing growth strategies for consumer services, food, general merchandise and multi-
channel retailers, developing new retail formats, the application of lean operations techniques, the
redesign of merchandise flows, supply chain optimization efforts, and the redesign of purchasing
and supplier-management approaches, brings extensive relevant perspectives to our Board as it
seeks to consult and advise our CEO and to shape our corporate strategy.
DAVID
P. ROWLAND
Age: 64
Director Since:
2023
Biography:
Mr. Rowland served as Executive Chairman of the Board of Directors of Accenture plc, a leading
global professional services company, from September 2019 to September 2021. Prior thereto,
Mr. Rowland served as Accenture’s Interim Chief Executive Officer (January 2019 to
September 2019); Chief Financial Officer (July 2013 to January 2019); Senior Vice President,
Finance (September 2006 to July 2013); and a variety of consulting and finance leadership roles of
increasing responsibility (July 1983 to September 2006). Mr. Rowland served as a director of
Accenture plc from January 2019 to September 2021.
Specific Experience, Qualifications, Attributes and Skills:
Mr. Rowland has significant senior leadership experience and financial and risk management
expertise. He further provides vast technology experience as a result of leading one of the world’s
largest technology and digital service providers and engaging with clients on strategies for driving
large, complex technology-based programs. While at Accenture, he played a significant role in all
aspects of the company’s strategic planning, in driving the company’s M&A strategy, and in
shaping its human capital strategy and managing its global workforce. In addition, Mr. Rowland has
extensive international experience as a result of leading a global organization with significant scale
that serves many of the largest companies in the world.
ELECTION OF DIRECTORS
2025 Proxy Statement
7

DEBRA
A. SANDLER
Age: 65
Director Since:
2020
Biography:
Ms. Sandler has served as President and Chief Executive Officer of La Grenade Group, LLC, a
marketing consultancy that serves packaged goods companies operating in the health and
wellness space, since September 2015. She also served as Chief Executive Officer of Mavis Foods,
LLC, a startup she founded that made and sold Caribbean sauces and marinades, from April 2018
until it ceased commercial operations in December 2024. Ms. Sandler was previously employed for
seven years with Mars, Inc., including as Chief Health and Wellbeing Officer (July 2014 to
July 2015); President, Chocolate North America (April 2012 to July 2014); and Chief Consumer
Officer, Chocolate (November 2009 to March 2012). She also held senior leadership positions with
Johnson & Johnson from 1999 to 2009, where her last position was Worldwide President for
McNeil Nutritionals LLC, a fully integrated business unit within the Johnson & Johnson Consumer
Group of Companies. She began her career in 1985 with PepsiCo, Inc., where she served for
13 years in a variety of marketing positions of increasing responsibility. Ms. Sandler has served as a
director of Keurig Dr Pepper Inc. since March 2021, Archer Daniels Midland Company since
May 2016 and Gannett Co., Inc. since June 2015.
Specific Experience, Qualifications, Attributes and Skills:
Ms. Sandler has strong marketing and operating experience and a proven record of creating,
building, enhancing, and leading well-known consumer brands as a result of the leadership
positions she has held with Mars, Johnson & Johnson, and PepsiCo. These positions have required
an extensive understanding of consumer behavior and the evolving retail environment. In addition,
her launch of Mavis Foods has provided her with valuable e-commerce, strategic planning and
financial experience, and her other public company board experience brings additional perspective
to our Board.
RALPH
E. SANTANA
Age: 57
Director Since:
2018
Biography:
Mr. Santana has served as Chief Executive Officer of Recteq Grills, a pellet grill company, since
June 2022. He previously served as Executive Vice President and Chief Marketing Officer of
Harman International Industries, a wholly-owned subsidiary of Samsung Electronics Co., Ltd., from
April 2013 until June 2022, with responsibility for Harman’s worldwide marketing strategy and
global design group, and as Senior Vice President and Chief Marketing Officer of Samsung
Electronics North America (June 2010 to September 2012), where he was responsible for
launching Samsung’s U.S. e-commerce business. He also served 16 years at PepsiCo, Inc.
(June 1994 to May 2010) in multiple international and domestic leadership roles in marketing,
including Vice President of Marketing, North American Beverages, Pepsi-Cola, and held positions
with its Frito-Lay’s international and North America operations. Mr. Santana began his career at
Beverage Marketing Corporation (July 1989 to June 1992) where he served as a beverage industry
consultant designing market entry and expansion strategies.
Specific Experience, Qualifications, Attributes and Skills:
Mr. Santana has approximately 30 years of marketing experience spanning multiple technology
and food and beverage consumer packaged goods categories. His deep understanding of digital
marketing and retail shopper marketing, particularly in the area of consumer packaged goods, and
his extensive experience in shaping multi-cultural strategy, executing marketing programs, and
making brands culturally relevant further enhances our Board’s ability to provide oversight and
thoughtful counsel to management in these important and evolving areas of our business. His
previous and current executive positions also provide risk management experience.
ELECTION OF DIRECTORS
8
2025 Proxy Statement

KATHLEEN
M. SCARLETT
Age: 61
Director Since:
2024
Biography:
Ms. Scarlett has served as Senior Executive Vice President, Human Resources and Corporate
Affairs, of Best Buy Co., Inc., a leading consumer electronics retailer, since December 2024. Since
joining Best Buy in 2014, she has held various leadership roles, including Senior Executive Vice
President, Corporate Affairs, Human Resources and Best Buy Canada (May 2023 to
December 2024); Chief Human Resources Officer and Executive Vice President, Best Buy Canada
(January 2020 to May 2023); Chief Human Resource Officer and President, US Retail Stores
(January 2019 to January 2020); Chief Human Resources Officer (May 2017 to January 2019); and
Division Chief Human Resources Officer and Senior Vice President, Retail, Best Buy Canada
(May 2014 to May 2017). Prior to Best Buy, Ms. Scarlett served as Chief Operating Officer of
Grafton-Fraser Inc. from April 2010 to May 2014 and was a consultant with KMS Consulting from
January 2010 to April 2010. She also served in leadership positions with Loblaw Companies
Limited, Hudson’s Bay Co., Dylex Limited, and Premier Salons Canada. Ms. Scarlett served as a
director of Floor & Décor Holdings, Inc. from January 2021 to November 2022.
Specific Experience, Qualifications, Attributes and Skills:
Ms. Scarlett brings significant human capital, retail, operations and senior leadership experience to
our Board, having spent her entire career in the retail industry including over 20 years in senior
leadership positions with a focus on human resources. She also possesses M&A and marketing
experience resulting from her prior leadership roles on acquisition teams and overseeing
marketing departments, respectively. In addition, her prior experience leading Best Buy’s business
in Canada provides valuable international experience and perspective to our Board.
TODD
J. VASOS
Age: 63
Director Since:
2015
Biography:
Mr. Vasos currently serves as our Chief Executive Officer, having returned to Dollar General in
October 2023 after serving as our CEO from June 2015 to November 2022 and as Senior Advisor
from November 2022 until his retirement in April 2023. He has served as a member of our Board of
Directors since June 2015. Mr. Vasos joined Dollar General in December 2008 as Executive Vice
President, Division President and Chief Merchandising Officer and was promoted to Chief
Operating Officer in November 2013. Prior to joining Dollar General, Mr. Vasos served in leadership
positions with Longs Drug Stores Corporation, Phar-Mor Food and Drug Inc. and Eckerd
Corporation. Mr. Vasos has served as a director of KeyCorp since July 2020.
Specific Experience, Qualifications, Attributes and Skills:
Mr. Vasos has extensive retail experience, including over 15 years with Dollar General. He has a
thorough understanding of all key areas of our business, which is further bolstered by his former
experience overseeing the merchandising, operations, marketing, advertising, global procurement,
supply chain, store development, store layout and space allocation functions of other retail
companies. In addition, Mr. Vasos’s service in leadership and policy-making positions in the retail
business has provided him with additional leadership and strategic planning skills that allow him to
effectively guide and oversee the direction of Dollar General and the consensus-building skills
required to lead our management team, and his other public company board experience brings
additional perspective to his leadership of Dollar General.
ELECTION OF DIRECTORS
2025 Proxy Statement
9

Can shareholders recommend or nominate
directors?
Yes. Shareholders may recommend candidates to our
NGCR Committee by providing the same information within
the same deadlines required for nominating candidates
pursuant to the advance notice provisions in our Bylaws.
Pursuant to its Charter, our NGCR Committee is required to
consider such candidates and to apply the same evaluation
criteria to them as it applies to other director candidates.
Shareholders also can go a step further and nominate
directors for election by shareholders at an annual meeting
by following the advance notice procedures in our Bylaws.
Whether recommending a candidate for our NGCR
Committee’s consideration or nominating a director for
election by shareholders at an annual meeting, you must
submit a written notice for receipt by our Corporate
Secretary at the address and within the deadlines disclosed
under “Shareholder Proposals for 2026 Annual Meeting.”
The notice must contain all information required by our
Bylaws, including without limitation information about the
shareholder proposing the nominee and about the
nominee.
We also have a “proxy access” provision in our Bylaws
which allows eligible shareholders to nominate candidates
for election to our Board and include such candidates in our
proxy statement and ballot subject to the terms, conditions,
procedures and deadlines set forth in Article I, Section 12
of our Bylaws. Our proxy access bylaw provides that
holders of at least 3% of our outstanding shares, held by
up to 20 shareholders, holding the shares continuously for
at least 3 years, can nominate up to 20% of our Board for
election at an annual shareholders’ meeting.
For more specific information regarding these deadlines in
respect of the 2026 annual meeting of shareholders, see
“Shareholder Proposals for 2026 Annual Meeting” below.
You should consult our Bylaws, posted on the “Corporate
Governance” section of our website located at https://
investor.dollargeneral.com, for more detailed information
regarding the processes summarized above. No shareholder
nominees have been submitted for this year’s annual
meeting.
What if a nominee is unwilling or unable to
serve?
That is not expected to occur. If it does, the persons
designated as proxies on the proxy card will vote your
proxy for a substitute designated by our Board of Directors,
or we may reduce the size of the Board.
Are there any family relationships between any
of the directors, executive officers or nominees?
There are no family relationships between any of our
directors, executive officers or nominees.
FOR
The Board of Directors unanimously recommends that shareholders vote FOR the
election of each of the nominees named in this proposal.
ELECTION OF DIRECTORS
10
2025 Proxy Statement

CORPORATE GOVERNANCE
What governance practices are in place to promote effective independent Board leadership?
Our Board of Directors has adopted a number of governance practices to promote effective independent Board leadership,
such as:
Independent Board Chairman
Mr. Calbert, an independent director, serves as our Chairman of the Board. In this role, Mr. Calbert
serves as a liaison between the Board and our CEO, approves Board meeting agendas, facilitates
communication of annual evaluation feedback to the Board and to individual directors, and
participates with the Compensation and Human Capital Management Committee (the “CHCM
Committee”) in the annual CEO performance evaluation. This decision allows our CEO to focus his
time and energy on managing our business, while our Chairman devotes his time and attention to
matters of Board oversight and governance. Our Board, however, recognizes that no single
leadership model is right for all companies and at all times, and the Board will review its leadership
structure as appropriate to ensure it continues to be in the best interests of Dollar General and our
shareholders.
Annual Evaluations and Board Succession Planning
Our Board of Directors, its standing committees, and our individual non-employee directors are
evaluated annually using a process approved by the NGCR Committee. Our Board has adopted a
policy to seek input from an independent consultant as part of the annual evaluation process at
least once every three years. The evaluation process utilizes written questionnaires and, when
deemed appropriate, telephonic interviews to supplement written responses. Results of the Board
and committee evaluations are reviewed by the Board and each committee, and each director is
provided feedback with respect to his or her performance, all with the goal of enhancing effective
Board leadership and oversight and informing director re-nomination decisions and succession
planning.
Annual CEO Performance Evaluations
The CEO is annually evaluated under the leadership of the CHCM Committee and the Chairman of
the Board. All independent directors are invited to provide input into this discussion.
Regularly Scheduled Non-Management and Independent Director Sessions
Opportunity is available at each quarterly Board meeting for separate executive sessions of the
non-management directors (all of whom are currently independent). Mr. Calbert, as Chairman,
presides over all executive sessions of the non-management and the independent directors.
Shareholder Engagement
To build and maintain relationships with shareholders and to ensure their perspectives are
understood and considered by our Board of Directors, we conduct year-round investor relations
outreach as well as focused outreach in the fall dedicated to corporate governance, social
responsibility and sustainability matters. We invited shareholders representing approximately 66%
of our outstanding shares to participate in our focused outreach in 2024. Approximately 56% of
our outstanding shares chose to participate in these meetings, and our Chairman of the Board led
the engagement with shareholders representing approximately 31% of shares outstanding. For
more information on our focused shareholder outreach efforts, please see “How does shareholder
feedback affect decision-making” below.
2025 Proxy Statement
11

How does shareholder feedback affect decision-
making?
We actively seek our shareholders’ opinions on a wide
variety of subjects, including corporate governance, risk
oversight, executive compensation and sustainability. Our
Board of Directors values these viewpoints and incorporates
this feedback into its decision-making processes.
Our executive compensation program is designed with the
goal of serving our shareholders’ long-term interests. We
believe that offering a competitive compensation package
is vital to attract, retain, and motivate experienced and
appropriately qualified executives. At our 2024 annual
meeting, our Say-on-Pay proposal received lower support
from shareholders than in previous years, which prompted
us to better understand shareholders’ concerns as part of
our robust shareholder engagement program in which, as
mentioned above, we reached out to approximately 66%
of shares outstanding.
During these and previous engagements, many of our
shareholders expressed support for the re-appointment of
Mr. Vasos as CEO and his compensation package.
However, some shareholders expressed concerns about a
perceived pay-for-performance imbalance arising from the
one-time option award to Mr. Vasos upon his re-
appointment and certain structural aspects of our program.
We discussed with shareholders the executive
compensation program changes made for 2024, which
addressed feedback concerning our use of similar
performance metrics in the short-term and long-term
incentive programs and the maximum potential payouts
under these plans, and sought input on potential additional
changes for 2025, particularly around the type and mix of
equity awards and the metrics and length of performance
periods used in the long-term incentive program. The
CHCM Committee, working with its independent
compensation consultant, took this feedback into account
when designing the program for 2025, as discussed in
“Compensation Discussion and Analysis” in this Proxy
Statement.
In addition to executive compensation, we discussed other
important topics such as governance, human capital
management, and sustainability, including the Board’s
approach to management succession planning; board
oversight of risk and strategy; board composition; employee
engagement; safety; turnover and recruitment; and climate
actions and goals. We share the feedback from these
conversations with our Board to inform decision-making.
In addition to introducing changes to our executive
compensation program, we have taken several steps such
as enhancing our sustainability reporting and expanding our
safety- and human rights-related disclosures.
What is the Board’s role in risk oversight?
Our Board of Directors and its three standing committees—
the Audit Committee, the CHCM Committee and the
NGCR Committee—play an active and important role in
overseeing risk at Dollar General. Each committee is
delegated oversight responsibilities for select areas of risk.
The independent chairpersons of our Board and committees
approve meeting agendas and ensure discussion of
potential risks and mitigation efforts as part of strategic
and operational updates from management and advisors.
In addition, the entire Board is apprised of committee
discussions and actions. This leadership structure and
division of risk management responsibilities allows for
coordinated risk oversight and the identification of risk
interrelationships. It also effectively addresses material risks
Dollar General might face by allowing our independent
directors, through these independent Board committees
and executive sessions, to effectively monitor
management’s actions in identifying risks and implementing
effective risk management policies and controls.
Strategic Planning Risk Oversight. Our company’s strategy
is firmly rooted in our long-standing mission of Serving
Others, as we consistently strive to improve our
performance while retaining our customer-centric focus.
The Board actively oversees our corporate strategy and
related risks through both annual strategic planning
meetings and discussions and reports on the status of and
risks to our strategic initiatives at quarterly meetings.
Enterprise Risk Oversight. We identify and manage our
key risks using our enterprise risk management program.
This framework evaluates significant internal and external
business, financial, legal, reputational, corporate
responsibility, sustainability, and other risks; identifies
mitigation strategies; and assesses any residual risk. The
program employs interviews with various levels of
management and our Board and reviews of strategic
initiatives, recent or potential legislative or regulatory
changes, certain internal metrics and other information.
The Audit Committee oversees our enterprise risk
management program, discussing with management the
processes by which risk assessment and risk management
are undertaken and our major financial and other risk
exposures, including without limitation those relating to
information systems, information security, data privacy,
artificial intelligence, business continuity, and third-party
information security as well as the steps management has
taken to monitor and control these exposures. The Audit
Committee reviews enterprise risk evaluation results at
least annually and high residual risk categories, along with
their mitigation strategies, quarterly. In addition, as part of
its regular review of progress versus the strategic plan,
our Board reviews related material risks as appropriate. Our
General Counsel also periodically provides information to
the Board regarding our insurance coverage and programs
as well as litigation and other legal risks.
Cybersecurity Risk Oversight. In addition to consideration
as part of the enterprise risk management program,
cybersecurity risk is further evaluated through various
internal and external audits and assessments designed to
validate the effectiveness of our controls for managing the
security of our information assets. Management develops
action plans to address select identified opportunities for
improvement, and the Audit Committee quarterly reviews
reports and metrics, including a dashboard, pertaining to
cybersecurity risks and prevention, detection, mitigation
and remediation efforts with our Chief Information Officer
CORPORATE GOVERNANCE
12
2025 Proxy Statement

and our Chief Information Security Officer to help the
Audit Committee understand and evaluate current risks,
monitor trends, and track our progress against specific
metrics. The Audit Committee also has the responsibility
to review with management and the independent auditor
any unauthorized access to information technology systems
that could have a material effect on the Company’s
financial statements. Further, the Audit Committee receives
quarterly updates regarding our business continuity and
IT disaster recovery plan, as well as any cybersecurity
incidents which occurred during the prior quarter.
The Audit Committee receives cybersecurity education to
assist members in overseeing related risks. This education
includes or has included in recent years: an overview of
Company-specific cyber-related risk considerations; an
overview of various artificial intelligence considerations,
including those related to risk management, governance
and ethics, and workforce and culture; updates on the state
of cybersecurity regulation; updates on the evolving retail
landscape’s impact on cyber risk to retail organizations; a
cyber threat intelligence update focusing on the global
impact of ransomware on the retail sector and trends in
retail sector compromises; and an overview of methods to
perform cyber risk quantification.
Human Capital Management Oversight. Our Board of
Directors has delegated oversight of significant matters
pertaining to our human capital management strategy to
the CHCM Committee, primarily including succession
planning; recruitment, retention and engagement of
employees; labor-related matters; our executive
compensation program; and the overall compensation
philosophy and principles for the general employee
population. As part of this oversight, each quarter the
CHCM Committee reviews metrics pertaining to recruitment,
retention, engagement and other human capital efforts
with the Chief People Officer. In addition, the CHCM
Committee discusses management succession planning
with the Chief Executive Officer and the Chief People Officer
at least quarterly. Our Board retains direct oversight of
certain human capital management areas, including review
of significant employee-related litigation and legal matters
at least quarterly with our General Counsel, and discussions
of various human capital matters with the Chief Executive
Officer.
Corporate Governance, Social Responsibility and
Sustainability Risk Oversight. In addition to consideration
as part of the enterprise risk management program, our
Board of Directors has delegated oversight of corporate
governance and significant social responsibility and
sustainability matters (to the extent not overseen by the
full Board or other committee) to the NGCR Committee.
These matters may include significant issues relating to the
environment, human rights, health and safety, supply
chain, community and governmental relations, charitable
contributions, political contributions (if any), and similar
matters. As part of this oversight, the NGCR Committee:
reviews our sustainability disclosures and practices,
including climate-related disclosures, practices, strategy
and goals/targets; oversees our annual shareholder
outreach program and shareholder proposals; and
reviews detailed information regarding corporate
governance trends and practices, which, along with
shareholder feedback, informs recommendations to the
Board.
What other functions are performed by the
Board’s Committees?
The functions of the Board’s three standing committees
are described in applicable Board-adopted written charters
available on the “Corporate Governance” section of our
website located at https://investor.dollargeneral.com and
are summarized below along with each committee’s current
membership. Each committee also periodically reviews
and reassesses its charter, evaluates and makes
recommendations concerning shareholder proposals that
are within the committee’s expertise, and performs the risk
oversight roles outlined above. The Audit Committee is
established in accordance with Section 3(a)(58)(A) of the
Securities Exchange Act of 1934, as amended (the
“Exchange Act”).
CORPORATE GOVERNANCE
2025 Proxy Statement
13

Name of
Committee & Members
Committee Functions
AUDIT:
Ms. Chadwick, Chairperson
Mr. Bryant
Mr. Rowland
Ms. Sandler
• Selects the independent auditor and periodically considers the advisability of audit
firm rotation
• Annually evaluates the independent auditor’s qualifications, performance and
independence, as well as the lead audit partner, and reviews the annual report on
the independent auditor’s internal quality control procedures and any material
issues raised by its most recent review of internal quality controls
• Pre-approves audit engagement fees and terms and all permitted non-audit
services and fees, and discusses the audit scope and any audit problems or
difficulties
• Sets policies regarding the hiring of current and former employees of the
independent auditor
• Discusses the annual audited and quarterly unaudited financial statements with
management and the independent auditor
• Reviews CEO/CFO disclosures regarding any significant deficiencies or material
weaknesses in our internal control over financial reporting, and establishes
procedures for receipt, retention and treatment of complaints regarding
accounting or internal controls
• Discusses the types of information to be disclosed in earnings press releases and
provided to analysts and rating agencies
• Oversees our enterprise risk management program, including reports and metrics
pertaining to cybersecurity risks
• Reviews internal audit activities, projects and budget
• Reviews and oversees any reportable related party transactions (unless a particular
transaction is within the purview of another committee) to ensure they are not
inconsistent with the interests of the Company and our shareholders
• Discusses with our general counsel legal matters having an impact on financial
statements
• Furnishes the committee report required in our proxy statement
COMPENSATION AND
HUMAN CAPITAL MANAGEMENT:
Mr. McGuire, Chairperson
Mr. Bryant
Ms. Scarlett
• Oversees significant matters pertaining to human capital management strategy,
primarily including management succession planning; recruitment, retention and
engagement of employees; and labor-related matters
• Reviews and approves corporate goals and objectives relevant to CEO
compensation
• Determines executive officer compensation (with an opportunity, if they so choose,
for the independent directors to ratify CEO compensation) and recommends
Board compensation for Board approval
• Oversees overall compensation philosophy and principles for the general employee
population
• Establishes short-term and long-term incentive compensation programs for senior
officers and approves all equity awards
• Oversees share ownership guidelines and holding requirements for Board members
and senior officers
• Oversees the performance evaluation process for senior officers
• Reviews and discusses disclosure regarding executive compensation, including
Compensation Discussion and Analysis and compensation tables (in addition to
preparing the report on executive compensation for our proxy statement)
• Selects and determines fees and scope of work of its compensation consultant
• Oversees and evaluates the independence of its compensation consultant and
other advisors
CORPORATE GOVERNANCE
14
2025 Proxy Statement

Name of
Committee & Members
Committee Functions
NOMINATING, GOVERNANCE AND
CORPORATE RESPONSIBILITY:
Ms. Sandler, Chairperson
Mr. Santana
Ms. Scarlett
• Develops and recommends criteria for selecting new directors
• Screens and recommends to our Board individuals qualified to serve on our Board
• Recommends Board committee structure and membership
• Recommends persons to fill Board and committee vacancies
• Develops and recommends Corporate Governance Guidelines and corporate
governance practices and oversees corporate governance matters, including the
annual shareholder engagement program
• Oversees the process governing annual Board, committee and director evaluations
• Oversees management’s efforts pertaining to significant corporate social
responsibility and sustainability matters, which may include issues relating to the
environment, human rights, health and safety, supply chain, community and
governmental relations, charitable and political contributions, and similar matters
• Evaluates shareholder proposals unless within the subject matter jurisdiction or
expertise of another independent Board committee
• Evaluates the appropriateness of a director’s continued Board and committee
membership in light of any changed circumstances that could affect the director’s
independence, qualifications or availability
• Considers requests by directors and executive officers to serve on the board of
directors of a for-profit company, taking into account among other factors the
overboarding policy set forth in our Corporate Governance Guidelines
Does an audit committee financial expert serve
on the Audit Committee?
Yes. Our Board of Directors has determined that Mss.
Chadwick and Sandler and Messrs. Bryant and Rowland
are audit committee financial experts who are independent
as defined in New York Stock Exchange (“NYSE”) listing
standards and in our Corporate Governance Guidelines.
How often did the Board and its committees
meet in 2024?
During 2024, our Board of Directors, Audit Committee,
CHCM Committee and NGCR Committee met 5, 5, 8 and 4
times, respectively. Each incumbent director attended at
least 75% of the total of all meetings of the Board and
committees on which he or she served which were held
during the period for which he or she was a director and a
member of each applicable committee.
What is Dollar General’s policy regarding
Board member attendance at the annual
meeting?
Our Board of Directors has adopted a policy that all
directors should attend annual shareholders’ meetings
unless attendance is not feasible due to unavoidable
circumstances. All persons serving as Board members at
the time of the 2024 annual shareholders’ meeting attended
the meeting.
Does Dollar General have a management
succession plan?
Yes. Our CHCM Committee ensures that a formalized
process governs long-term management development and
succession. Our comprehensive program encompasses
not only our CEO and other executive officers and notable
talent, but all employees through the front-line supervisory
level. The program focuses on key succession elements,
including identification of potential successors for positions
where internal succession is appropriate, assessment of
each potential successor’s level of readiness, and
preparation of individual growth and development plans.
Our long-term business strategy is also considered with
respect to CEO succession planning. Generally, the CHCM
Committee reviews the succession plan for at least one
functional area quarterly and for each of the executive
officers annually. In addition, we maintain, and the CHCM
Committee periodically reviews, a confidential procedure
for the timely and efficient transfer of the CEO’s
responsibilities in the event of an emergency or sudden
incapacitation or departure.
Are there share ownership guidelines and
holding requirements for Board members and
senior officers?
Yes. Details of our share ownership guidelines and holding
requirements for Board members and senior officers are
included in our Corporate Governance Guidelines. See
“Compensation Discussion and Analysis” and “Director
Compensation” for more information on these guidelines
and holding requirements. The CHCM Committee
establishes the related administrative details.
CORPORATE GOVERNANCE
2025 Proxy Statement
15

Are any directors or officers involved in
litigation with Dollar General?
On January 26, 2024, January 29, 2024, and February 1,
2024, respectively, the following shareholder derivative
actions were filed in the United States District Court for the
Middle District of Tennessee in which the plaintiff
shareholders, purportedly on behalf and for the benefit of
Dollar General, allege that certain of our current and former
officers and directors (1) violated their fiduciary duties by
misrepresenting the impact of alleged store labor, inventory
pricing, and other practices on our financial results,
prospects, and reputation, as well as creating a risk of
adverse regulatory action; (2) wasted corporate assets;
and (3) were unjustly enriched: Nathan Silva v. Todd J.
Vasos, Michael Calbert, Warren Bryant, Ana Chadwick,
Patricia Fili-Krushel, Timothy McGuire, David Rowland,
Debra Sandler, Ralph Santana, William Rhodes, III, Kelly M.
Dilts, Jeffrey [sic] C. Owen, and John W. Garratt (Case
No. 3:24-cv-00083) (“Silva”); Terry Dunn v. Todd J. Vasos,
et. al. (Case No. 3:24-cv-00093) (“Dunn”); Kathryn A. Caliguiri
Inh Ira Bene Of Catherine Sugarbaker v. Todd J. Vasos,
et. al. (Case No. 3:24-cv-00117) (“Caliguiri”) (collectively,
the “Federal Court Shareholder Derivative Litigation”). The
named defendants in the Dunn and Caliguiri matters are
identical to those named in the Silva complaint except that
Mr. Rowland is not a named defendant in the Dunn and
Caliguiri matters. The Silva complaint also alleges certain
of our current and former officers and directors violated
federal securities laws and aided and abetted breach of
fiduciary duty and that Mr. Vasos violated his fiduciary
duties by misusing material, non-public information. The
Dunn and Caliguiri complaints additionally allege that
certain of our officers and directors violated their fiduciary
duties by recklessly or negligently disregarding workplace
safety practices, and that Mr. Vasos, Mr. Garratt and
Ms. Fili-Krushel violated their fiduciary duties by misusing
material, non-public information. On April 2, 2024, the court
consolidated the Silva, Dunn and Caliguiri actions, and on
May 2, 2024, the Silva action was voluntarily dismissed. On
May 14, 2024, the court appointed lead counsel in the
consolidated action. On May 22, 2024, the court entered an
order staying the Dunn and Caligiuri actions pending
resolution of the defendants’ motion to dismiss in a separate
securities litigation pending in the United States District
Court for the Middle District of Tennessee (the “Shareholder
Securities Litigation”). The plaintiffs in the Federal Court
Shareholder Derivative Litigation seek both non-monetary
and monetary relief for the benefit of Dollar General.
On March 26, 2024, and March 28, 2024, respectively, the
following shareholder derivative actions were filed in the
Chancery Court for Davidson County, Tennessee: Todd
Hellrigel v. Todd J. Vasos et al. (Case No. 24-0392-I)
(“Hellrigel”); and Steve Southwell v. Todd Vasos, et al.
(Case No. 24-0379-I) (“Southwell”) (collectively, the “State
Court Shareholder Derivative Litigation”). The claims and
relief sought in the State Court Shareholder Derivative
Litigation are substantially similar to those in the Federal
Court Shareholder Derivative Litigation, and the named
defendants are identical to those named in the Silva
complaint. On May 20, 2024, the court entered an agreed
upon order consolidating the Hellrigel and Southwell
actions, appointing lead counsel, and staying the State
Court Shareholder Derivative Litigation pending resolution
of the defendants’ motion to dismiss in the Shareholder
Securities Litigation. The plaintiffs in the State Court
Shareholder Derivative Litigation seek both non-monetary
and monetary relief for the benefit of Dollar General.
How can I communicate with the Board of
Directors?
We describe our Board-approved process for security
holders and other interested parties to contact the entire
Board, a particular director, or the non-management
directors or independent directors as a group on the
“Corporate Governance” section of our website located at
https://investor.dollargeneral.com.
Does Dollar General have an insider trading
policy?
Yes. We have adopted an insider trading policy that
governs the purchase, sale, and/or other transactions of
our securities by our directors, officers and employees. The
policy also contains provisions that are applicable to the
Company’s trading in Dollar General’s own securities. A
copy of our insider trading policy is filed as Exhibit 19 to our
Annual Report on Form 10-K for the fiscal year ended
January 31, 2025, filed with the SEC on March 21, 2025 (our
“2024 Form 10-K”). In addition, with regard to the
Company’s trading in Dollar General’s own securities, it is
our policy to comply with the federal securities laws and the
applicable exchange listing requirements.
Where can I find more information about
Dollar General’s governance practices?
Our governance-related information is posted on the
“Corporate Governance” section of our website located at
https://investor.dollargeneral.com, including current copies
of our Corporate Governance Guidelines, our Code of
Business Conduct and Ethics, and the charters of the Audit
Committee, the CHCM Committee and the NGCR
Committee, as well as the name(s) of the person(s) chosen
to lead the executive sessions of the non-management
directors and of the independent directors. This information
is available in print to any shareholder who sends a written
request to: Investor Relations, Dollar General Corporation,
100 Mission Ridge, Goodlettsville, Tennessee 37072.
CORPORATE GOVERNANCE
16
2025 Proxy Statement

DIRECTOR COMPENSATION
We have designed our director compensation program to fairly pay directors for their time and efforts and to align their
interests with the long-term interests of our shareholders. The CHCM Committee, assisted by its independent compensation
consultant Pearl Meyer, reviews and recommends to the Board of Directors the form and amount of director compensation
generally every two or three years. The CHCM Committee takes into account peer group market data, recommendations
for potential changes to remain competitive, and the responsibilities of the chairpersons of the Board and each committee,
and reviews survey data of general industry companies with revenues greater than $10 billion for a general understanding
of compensation practices in the broader market context. From time to time the Board may establish ad hoc committees
for various purposes, and the CHCM Committee, after receiving advice from its legal advisors and Pearl Meyer, will
recommend what it believes to be reasonable and customary compensation for the members of such ad hoc committees
for Board approval. Further details about our peer group and the Pearl Meyer engagement can be found in “Compensation
Discussion and Analysis.” The CHCM Committee has the authority to delegate any of its responsibilities to one or more
subcommittees to the extent allowed by applicable law and the NYSE. The CHCM Committee did not delegate any authority
to a subcommittee with respect to 2024 director compensation.
Our executive compensation team and our legal team, led by our Chief People Officer and our General Counsel, respectively,
provide administrative and support services for the CHCM Committee and Pearl Meyer, such as research, data compilation,
contract drafting, legal advice, and other requested assistance. Pearl Meyer also reviews its director compensation
analyses and recommendations with our CEO, Chief People Officer, and General Counsel. The CHCM Committee may ask
for these executives’ opinions on Pearl Meyer’s analyses and recommendations, but it has the final authority to recommend
director compensation to the Board.
Our standard director compensation program consists of: (1) the following cash compensation (prorated when applicable)
for a fiscal year, payable in quarterly installments; and (2) an annual award of restricted stock units (“RSUs”) to each non-
employee director and an additional annual award of RSUs to the independent Chairman of the Board, in each case issued
pursuant to our 2021 Stock Incentive Plan and payable in shares of our common stock, having the estimated values listed
below:
Fiscal
Year
Board
Retainer
($)
Board
Chairman
Estimated
Value of
Equity
Retainer
($)(1)
Audit
Committee
Chairperson
Retainer
($)
CHCM
Committee
Chairperson
Retainer
($)
NGCR
Committee
Chairperson
Retainer
($)
Estimated
Value of
Equity
Award
($)(2)
2024
95,000
200,000
25,000
20,000
17,500
190,000
(1)
Awarded by the CHCM Committee on the first business day following the start of our fiscal year and scheduled to vest on the first anniversary of the
grant date, subject to certain accelerated vesting conditions. The Chairman of the Board generally may opt to defer receipt of shares underlying the RSUs.
(2)
Awarded by the CHCM Committee to each non-employee director who is elected or re-elected at the annual shareholders’ meeting and to any new non-
employee director appointed after the annual shareholders’ meeting but before February 1 of a given year. The RSUs are scheduled to vest on the first
anniversary of the grant date subject to certain accelerated vesting conditions. Directors generally may opt to defer receipt of shares underlying the RSUs.
Up to 100% of cash fees earned for Board services in a fiscal year generally may be deferred under the Non-Employee
Director Deferred Compensation Plan. Benefits are payable upon separation from service in the form, as elected by the
director at the time of deferral, of a lump sum distribution or monthly payments for 5, 10 or 15 years. Participating directors
can direct the hypothetical investment of deferred fees into funds identical to those offered in our 401(k) Plan and will
be credited with the deemed investment gains and losses. The amount of the benefit will vary depending on the fees the
director has deferred and the deemed investment gains and losses. Benefits upon death are payable to the director’s named
beneficiary in a lump sum. In the event of a director’s disability (as defined in the Non-Employee Director Deferred
Compensation Plan), the unpaid benefit will be paid in a lump sum. Participant deferrals are not contributed to a trust,
and all benefits are paid from Dollar General’s general assets.
Our non-employee directors are subject to share ownership guidelines, expressed as a multiple of the annual cash retainer
payable for service on our Board (exclusive of additional amounts paid to each committee chairperson), and holding
requirements. The current ownership guideline is five times and should be acquired within five years of election to the
Board. When the ownership guideline is increased, incumbent non-employee directors are allowed an additional year to
acquire the incremental multiple. Each non-employee director is required to retain ownership of 100% of all net after-tax
shares granted by Dollar General until reaching the share ownership target. As of January 31, 2025, each non-employee
director serving at that time, other than Mr. Santana, was in compliance with our share ownership and holding requirement
policy either because he or she met the guideline or was within the allotted grace period.
2025 Proxy Statement
17

Fiscal 2024 Director Compensation
The following table summarizes the compensation earned by or paid to each person who served as a non-employee
member of our Board of Directors during all or part of 2024. Mr. Vasos, whose executive compensation is discussed under
“Executive Compensation” below, was not separately compensated for his Board service. We have omitted the columns
for “Option Awards,” “Non-Equity Incentive Plan Compensation” and “Change in Pension Value and Nonqualified Deferred
Compensation Earnings” because they are inapplicable.
Name(1)
Fees Earned or
Paid in Cash
($)(2)
Stock
Awards
($)(3)
All Other
Compensation
($)(4)
Total
($)
Warren F. Bryant
95,000
185,805
2,847
283,652
Michael M. Calbert
95,000
388,059
6,429
489,488
Ana M. Chadwick
145,000
185,805
2,847
333,652
Patricia D. Fili-Krushel
65,714
185,805
2,025
253,544
Timothy I. McGuire
103,571
185,805
2,847
292,223
David P. Rowland
120,000
185,805
3,683
309,488
Debra A. Sandler
112,500
185,805
2,847
301,152
Ralph E. Santana
95,000
185,805
2,847
283,652
Kathleen M. Scarlett
45,141
193,436
1,831
240,408
(1)
Ms. Fili-Krushel resigned from our Board on August 29, 2024. Ms. Scarlett joined our Board on August 12, 2024.
(2)
In addition to the Board retainer, Mss. Chadwick, Fili-Krushel, and Sandler and Mr. McGuire earned retainers (pro-rated as applicable) for service as
committee chairpersons during all or part of fiscal 2024, and Ms. Chadwick and Mr. Rowland each earned a one-time $25,000 cash retainer, payable in
three equal installments, for service on an ad hoc demand review committee.
(3)
Represents the grant date fair value of RSUs awarded to Mr. Calbert on February 5, 2024 ($202,254) for his annual Chairman of the Board retainer, as
well as to each director, other than Ms. Scarlett, listed in the table above (including Mr. Calbert), on May 28, 2024 ($185,805) and to Ms. Scarlett on
August 27, 2024 ($193,436) for annual awards, in each case computed in accordance with FASB ASC Topic 718. Information regarding assumptions made
in the valuation of these awards is included in Note 9 of the annual consolidated financial statements in our 2024 Form 10-K. As of January 31, 2025,
each of the persons listed in the table above had the following total unvested RSUs outstanding (including additional unvested RSUs credited as a result
of dividend equivalents earned with respect to such RSUs): each of Messrs. Bryant, McGuire, Rowland, and Santana and Mss. Chadwick, and Sandler
(1,333); Mr. Calbert (2,877); Ms. Fili-Krushel (0); and Ms. Scarlett (1,570).
(4)
Represents (a) the dollar value of dividend equivalents paid, accumulated or credited on unvested RSUs for all persons listed in the table above; and
(b) for Ms. Fili-Krushel, cash reimbursement of $733 to offset the estimated federal income tax obligation on a retirement gift. Perquisites and personal
benefits, if any, totaled less than $10,000 per director listed in the table and therefore are not included in the table.
DIRECTOR COMPENSATION
18
2025 Proxy Statement

DIRECTOR INDEPENDENCE
Is Dollar General subject to the NYSE
governance rules regarding director
independence?
Yes. A majority of our directors, and all members of the
Audit Committee, the CHCM Committee and the NGCR
Committee, must meet the independence requirements
outlined in the NYSE listing standards. All members of the
Audit Committee also must meet the independence
standards under SEC rules. The NYSE listing standards
define specific relationships that disqualify directors from
being independent and further require that the Board of
Directors affirmatively determine that a director has no
material relationship with Dollar General in order to be
considered “independent.” The SEC’s rules and NYSE listing
standards contain separate definitions of independence
for members of audit committees and compensation
committees, respectively.
How does the Board of Directors determine
director independence?
Our Board of Directors has adopted guidelines to help
determine the independence of each director and director
nominee. These guidelines include all independence
elements in the NYSE listing standards and SEC rules as
well as certain Board-adopted categorical independence
standards. These guidelines are detailed within our
Corporate Governance Guidelines posted on the “Corporate
Governance” section of our website located at
https://investor.dollargeneral.com.
The Board first considers whether any director or nominee
has a relationship covered by the NYSE listing standards
that would prohibit an independence finding for Board or
committee purposes. The Board then analyzes any
relationship of the remaining eligible directors and nominees
with Dollar General or our management that falls outside
the parameters of the Board’s separately adopted
categorical independence standards to determine if that
relationship is material. The Board may determine that a
person who has a relationship outside such parameters is
nonetheless independent because the relationship is not
considered to be material. Any director who has a material
relationship with Dollar General or its management is not
considered to be independent. Absent special
circumstances, the Board does not consider or analyze any
relationship that management has determined falls within
the parameters of the Board’s separately adopted
categorical independence standards.
Are all of the directors and nominees
independent?
Mr. Vasos is not an independent director under NYSE
listing standards as a result of his employment as our Chief
Executive Officer. Our Board of Directors has affirmatively
determined that each of our remaining directors, Messrs.
Bryant, Calbert, McGuire, Rowland and Santana and Mss.
Chadwick, Sandler and Scarlett, is independent, and our
former Board member Ms. Fili-Krushel, who served for part
of 2024, was independent at the time she left our Board,
under both the NYSE listing standards and our additional
independence standards. Any relationship between an
independent director and Dollar General or our
management fell within the Board-adopted categorical
standards and, accordingly, was not reviewed or considered
by the Board in making independence decisions. There is
no person currently serving or who served in 2024 on the
Audit Committee, the CHCM Committee or the NGCR
Committee that does or did not meet, as applicable, the
NYSE independence requirements for membership on those
committees, our additional standards and, as to the Audit
Committee, SEC rules.
2025 Proxy Statement
19

TRANSACTIONS WITH MANAGEMENT AND OTHERS
Does the Board of Directors have a related-
party transactions approval policy?
Yes. Our Board of Directors has adopted a written policy
for the review, approval or ratification of “related party
transactions.” For this purpose, a “related party” includes
our directors, director nominees, executive officers and
greater than 5% shareholders, and any of their immediate
family members, and a “transaction” includes one or a series
of similar financial or other transactions, arrangements or
relationships in which (1) Dollar General or one of our
subsidiaries is a participant; (2) a related party has a direct
or indirect material interest; and (3) the total amount
may exceed $120,000 and is required to be disclosed
pursuant to Item 404 of Regulation S-K under the Exchange
Act, as determined by our Law Department.
The policy requires that a designated Board committee
review in advance and oversee related party transactions
for potential conflicts of interest and prohibit transactions it
determines to be inconsistent with the interests of Dollar
General and our shareholders. The Audit Committee is the
designated committee for related party transactions
except for compensatory transactions, which the CHCM
Committee will oversee, and charitable donations or
payments to an industry group, which the NGCR Committee
will oversee. The related party may not participate in the
review or approval of the related party transaction.
In determining whether a related party transaction should
be approved or prohibited, the policy directs the designated
committee to consider all relevant facts and circumstances,
which may include among other factors whether:
• the terms of the transaction are fair to Dollar General
and on the same basis as if the transaction had occurred
on an arm’s-length basis;
• there are any compelling business reasons for Dollar
General to enter into the transaction, and the nature of
alternative transactions, if any; and
• the transaction would present an improper conflict of
interest for any of our Board members or executive
officers.
If approved, the designated committee will review each
ongoing related party transaction at least annually to
determine whether it should be allowed to continue.
If a related party transaction is inadvertently entered into
without the required prior approval, including without
limitation if a related party’s interest arises only after the
commencement of an ongoing transaction, the designated
committee will review the transaction as soon as is
reasonably practicable and determine whether to ratify or
prohibit the transaction, taking into consideration all relevant
facts and circumstances, which may include among other
factors those outlined above, the reason the policy was not
followed and whether subsequent ratification would be
detrimental to Dollar General.
In determining whether a transaction meets the definition
of a related party transaction under the policy, the policy
directs the Law Department to evaluate all relevant facts
and circumstances, but provides that a related party’s
interest in the following transactions generally would not
be considered material, although the transaction amounts
listed are not intended to imply that transaction amounts in
excess of such amounts are presumed to be material:
• transactions involving a total amount that does not
exceed the greater of $1 million or 2% of an entity’s
annual consolidated revenues (total consolidated assets
in the case of a lender) if no related party who is an
individual participates in providing the services or goods
to, or negotiations with, us on the other entity’s behalf
or receives special compensation or benefit as a result; or
• payments to a charitable organization, foundation or
university if the total amount does not exceed 2% of the
recipient’s total annual receipts and no related party
who is an individual participates in the payment decision
or receives any special compensation or benefit as a
result.
What related party transactions existed in
2024 or are planned for 2025?
There are no transactions that have occurred since the
beginning of 2024, or any currently proposed transactions,
in which Dollar General was or is to be a participant, that
exceed $120,000 and in which a related party had or has a
direct or indirect material interest.
20
2025 Proxy Statement

EXECUTIVE COMPENSATION
This section provides details of fiscal 2024 compensation for our named executive officers: Todd J. Vasos, Chief Executive
Officer; Kelly M. Dilts, Executive Vice President and Chief Financial Officer; Emily C. Taylor, Executive Vice President and
Chief Merchandising Officer; Rhonda M. Taylor, Executive Vice President and General Counsel; and Steven R. Deckard,
Executive Vice President, Strategy and Development.
Compensation Discussion and Analysis
Overview
Our executive compensation program is designed to serve the long-term interests of our shareholders. To deliver superior
shareholder returns, we believe it is critical to offer a competitive compensation package that will attract, retain, and
motivate experienced executives with the requisite expertise. Our program is designed to pay for performance by effectively
balancing short-term and long-term incentives based on achievement of our annual and long-term business objectives,
as well as to maintain our competitive position in the market in which we compete for executive talent.
Compensation Best Practices
We strive to align our executives’ interests with those of our shareholders and to follow sound corporate governance
practices.
Compensation Practice
Dollar General Policy
Pay for performance
A significant portion of 2024 compensation, including our annual Teamshare
cash incentive and our equity incentive compensation, is performance-based.
Robust share ownership guidelines and
holding requirements
Our share ownership guidelines and holding requirements create further
alignment with shareholders’ long-term interests. See “Share Ownership
Guidelines and Holding Requirements.”
Clawback policy
Our clawback policy requires the recovery of erroneously awarded incentive
compensation paid to current and former executive officers based on financial
results that were subsequently restated as a result of material noncompliance
with any financial reporting requirement under the U.S. federal securities laws,
regardless of an executive’s personal culpability.
Hedging, pledging and margin prohibitions
Our policy prohibits Board members, officers and certain other employees (as
well as certain of their family members, entities and trusts) from hedging against
any decrease in the market value of Dollar General equity securities awarded by
our company and held by them, and from pledging as collateral or holding in a
margin account any securities issued by Dollar General. See “Hedging and
Pledging Policies.”
No excise tax gross-ups and minimal
income tax gross-ups
We do not provide tax gross-up payments to named executive officers other
than on relocation-related items.
Double-trigger provisions
All equity awards granted to named executive officers as executive
compensation include a “double-trigger” vesting provision upon a change in
control.
No repricing or cash buyout of underwater
stock options without shareholder approval
Our equity incentive plans prohibit repricing underwater stock options, reducing
the exercise price of stock options or replacing awards with cash or another
award type, without shareholder approval.
Annual compensation risk assessment
At least annually, our CHCM Committee assesses the risk of our compensation
program.
2025 Proxy Statement
21

Pay for Performance
We achieved the following financial performance results in
relation to our short-term and long-term incentive plans:
• Teamshare Bonus Program
We achieved 2024 adjusted EBIT of $1.863 billion, or
71.9% of the adjusted EBIT target, and 2024 net sales of
$40.612 billion, or 98.4% of the net sales target, which
resulted in a 2024 Teamshare payout to each named
executive officer of 10.2% of his or her target Teamshare
bonus percentage opportunity (see “Short-Term Cash
Incentive Plan”).
• Performance Share Units
We achieved 2024 adjusted EBITDA of $2.827 billion, or
79.7% of the adjusted EBITDA target related to the portion
of the awards granted in March 2024 subject to 2024
adjusted EBITDA performance, which was below the level
required to earn such performance share units (“PSUs”).
We achieved adjusted ROIC of 20.28%, or 88.4% of the
adjusted ROIC three-year target related to the portion of
awards granted in March 2022 subject to 2022-2024
adjusted ROIC performance, which was below the level
required to earn such PSUs. (see “Long-Term Equity
Incentive Program”).
2024 Say-on-Pay Vote Outcome and Shareholder
Outreach
We design our executive compensation program with the
goal of serving our shareholders’ long-term interests. We
believe that offering a competitive compensation package
is vital to attract, retain, and motivate experienced and
appropriately qualified executives. Our most recent
shareholder advisory vote on our named executive officer
compensation held at our annual meeting on May 29, 2024,
received lower support from shareholders than in
previous years. Excluding abstentions and broker non-
votes, 72.8% of total votes were cast in favor of the 2023
executive compensation program. As part of our already-
established robust shareholder engagement program, we
sought to better understand shareholders’ concerns to
identify any opportunities for improvement. See “Corporate
Governance—How does shareholder feedback affect
decision-making?”
During these and previous engagements, many of our
shareholders expressed support for the re-appointment of
Mr. Vasos as CEO in October 2023 and his related
compensation package. However, some shareholders
expressed concerns arising from the one-time stock option
award to Mr. Vasos upon his re-appointment and certain
structural aspects of our program. We discussed with
shareholders the changes we had made to our 2024
executive compensation program, which addressed
structural feedback concerning (1) our use of similar
performance metrics in the short-term and long-term
incentive programs and (2) the maximum potential payouts
under these plans. We addressed the first concern by
adding net sales as a second financial performance metric
in the 2024 Teamshare bonus program and the second
concern by reducing the cap on payouts from 300% to 200%
for both the 2024 Teamshare program and the 2024 PSU
awards. See “2024 Teamshare Structure” and “2024 Annual
Equity Award Structure.” In addition, Mr. Vasos did not
receive any equity awards in 2024 or an annual award in
2025.
Shareholders widely supported the changes that had been
made to the 2024 executive compensation program.
We also sought input on potential additional changes for
our 2025 executive compensation program, particularly
around the type and mix of equity awards and the metrics
and length of performance periods used in the long-term
incentive program. While shareholders generally indicated
support for a future move to a longer performance period
for the 50% of our PSUs tied to adjusted EBITDA
performance, most understood, and some of our larger
shareholders expressed, that 2025 would not be an ideal
time to make such change given the current internal and
external environment. Many shareholders also expressed
support for the inclusion of RSUs in the executive officer
equity grant mix. The CHCM Committee, working with its
independent compensation consultant, took this feedback
into account when designing the program for 2025.
The CHCM Committee designed the 2025 executive
compensation program primarily to enhance near-term
performance and retention incentives; to create a more
balanced and resilient incentive structure given continued
economic uncertainty and volatility; and to be responsive to
shareholder feedback. The 2025 program (1) further
differentiates the metrics used in the short-term and
long-term incentive programs, adding a strategic objective
component to the 2025 Teamshare bonus program with
an assigned weighting of 10%, while retaining the net sales
metric at a 20% weighting and the adjusted EBIT metric
at a reduced weighting of 70%; (2) maintains the 200% cap
on payouts for the 2025 Teamshare bonus program and
the 2025 PSUs, while returning to threshold performance
levels for all metrics used in those programs; and
(3) continues a performance emphasis in the long-term
incentive program while strengthening retention by
retaining PSUs and replacing stock options with RSUs,
resulting in a mix of 50% PSUs and 50% RSUs. The
Committee thoroughly considered the length of
performance periods and alternative metrics for use in the
PSU awards in light of volatility in the internal and external
environments and stability considerations, and it determined
that the existing metrics, which remain critical metrics for
the business, and performance periods remain appropriate
for 2025.
Philosophy and Objectives
We strive to attract, retain, and motivate executives with
superior ability, to reward outstanding performance, and to
align the long-term interests of our named executive
officers with those of our shareholders. The material
compensation principles applicable to the compensation
of our named executive officers include:
• In determining total compensation, we consider a
reasonable range of the median of total compensation
of comparable positions at companies within our peer
EXECUTIVE COMPENSATION
22
2025 Proxy Statement

group, while accounting for distinct circumstances not
reflected in the market data such as unique job
descriptions as well as our particular niche in the retail
sector and the impact that a particular officer may have
on our ability to meet business objectives. For
competitive or other reasons, our levels of total
compensation or any component of compensation may
exceed or be below the median range of our peer group.
• We set base salaries to reflect the responsibilities,
experience, performance, and contributions of the named
executive officers, while also considering market salaries
for comparable positions and our desired balance
between base salary and incentive compensation.
• We reward named executive officers who enhance our
performance by linking cash and equity incentives to the
achievement of our financial goals.
• We promote share ownership to align the interests of
our named executive officers with those of our
shareholders.
• In approving compensation arrangements, we may
consider recent compensation history, including special
or unusual compensation payments.
In addition, we utilize employment agreements with our
named executive officers to promote executive continuity,
aid in retention, facilitate implementation of our clawback
policy, and, in return for granting such executives
reasonable severance and other rights upon various
termination scenarios, secure valuable protections for
Dollar General, such as non-compete, non-solicitation, non-
interference, and confidentiality obligations. In 2024, we
entered into new employment agreements with our non-
CEO named executive officers for a three-year term, subject
to certain automatic extensions. The employment
agreement with Mr. Vasos entered into in 2023 has a four-
year term and is not subject to automatic extensions. A
change in control, by itself (“single trigger”), does not trigger
any severance provision applicable to our named executive
officers under the employment agreements.
Oversight and Process
Oversight
The CHCM Committee of our Board of Directors, or a
subcommittee thereof if required for tax or other reasons,
in each case consisting entirely of independent directors,
determines and approves the compensation of our named
executive officers. The CHCM Committee has the authority
to delegate any of its responsibilities to one or more
subcommittees as the CHCM Committee may deem
appropriate to the extent allowed by applicable law and
the NYSE. Throughout this “Compensation Discussion and
Analysis,” the use of the term CHCM Committee (or
Committee) means either the entire committee or a
subcommittee thereof if required for tax or other reasons,
as applicable. The independent members of our Board are
provided the opportunity, if they choose, to ratify the
CHCM Committee’s determinations pertaining to the level
of CEO compensation.
Use of Outside Advisors
The CHCM Committee has selected Pearl Meyer to serve
as its compensation consultant and has determined that
Pearl Meyer is independent and that its work has not raised
any conflicts of interest. When requested by the CHCM
Committee, a Pearl Meyer representative attends CHCM
Committee meetings and participates in private sessions
with the CHCM Committee, and CHCM Committee members
are free to consult directly with Pearl Meyer as desired.
The CHCM Committee (or its Chairperson) determines the
scope of Pearl Meyer’s services and has approved a
written agreement that details the terms under which
Pearl Meyer will provide independent advice to the CHCM
Committee. The approved scope of Pearl Meyer’s work
generally includes the performance of analyses and
provision of independent advice and competitive market
studies related to our executive and non-employee director
compensation programs and related matters in support
of the CHCM Committee’s decisions, and more specifically
includes performing preparation work associated with
CHCM Committee meetings, as well as providing advice in
areas such as compensation philosophy, compensation
risk assessment, peer group selection and benchmarking,
incentive plan design, executive compensation disclosure,
emerging best practices and changes in the regulatory
environment.
Management’s Role
Our executive management team prepares and
recommends our annual financial plan for approval by our
Board of Directors and prepares a long-term financial plan.
The financial performance targets used in our incentive
compensation programs are the same as or derived from
those in such financial plans and are approved by our CHCM
Committee. Our CEO and our executive compensation
team, led by our Chief People Officer, assist the CHCM
Committee and Pearl Meyer by conducting research,
compiling Company information and market data and
making recommendations regarding compensation
amounts and mix, incentive program structure alternatives,
and compensation-related governance practices.
Additionally, our legal team, led by our General Counsel,
may provide legal advice to the CHCM Committee regarding
executive compensation and related governance and
legal matters and contractual arrangements from time to
time. Although these recommendations may impact each of
such officers’ compensation to the extent they participate
in the plans and programs, none of such officers make
recommendations to the CHCM Committee regarding their
specific compensation. For the role of management in
named executive officers’ performance evaluations, see
“Use of Performance Evaluations” below. Although the
CHCM Committee values and solicits management’s input,
it retains and exercises sole authority to make decisions
regarding named executive officer compensation.
Use of Performance Evaluations
Each member of the Board of Directors is asked to provide
feedback to the Chairman of the Board regarding the
CEO’s overall performance. The Chairman of the Board
EXECUTIVE COMPENSATION
2025 Proxy Statement
23

shares such information with the CHCM Committee. The
CHCM Committee, together with the Chairman of the Board,
assesses the performance of the CEO, and the CEO
evaluates and reports to the CHCM Committee on the
performance of each of the other named executive officers,
in each case versus previously established goals. The
CHCM Committee also has the opportunity to provide
input into each named executive officer’s performance
evaluation. These evaluations are subjective; no objective
criteria or relative weighting is assigned to any individual
goal or factor.
Performance ratings serve as an eligibility threshold for
annual base salary increases and may directly impact the
amount of such increases. In determining annual base salary
increases, the CHCM Committee starts with the percentage
base salary increase that equals the overall budgeted
increase for our U.S.-based employee population and
approves differing merit increases to base salary based
upon each named executive officer’s individual performance
rating. The CHCM Committee then considers whether
additional adjustments are warranted to reflect
performance, responsibilities, qualifications, experience,
and time in role; to bring pay within a reasonable range of
the peer group; to reflect a change in role or duties; to
achieve a more desirable balance between base salary and
incentive compensation; to more appropriately align
relative pay position among internal peers; or for other
reasons the Committee believes justify a variance from the
merit increase.
The CHCM Committee also reserves the right to consider
individual performance and other factors for the purpose of
adjusting Teamshare bonus payments upward or downward
for one or more named executive officers, and an
unsatisfactory performance rating may reduce the number
of, or completely eliminate, stock options awarded to the
named executive officer in the following year. In addition,
individual performance and other factors, such as retention
and succession considerations, time in role, and company
and department performance, are used as part of a
subjective assessment, along with peer group market
information, to determine annual equity award values.
Use of Market Data
The CHCM Committee approves, periodically reviews, and
utilizes a peer group when making compensation decisions
(see “Philosophy and Objectives”). The peer group data
typically is considered for base salary adjustments and
target equity award values and ranges, Teamshare target
bonus opportunities, and total target compensation, and
when considering structural changes to our executive
compensation program.
Our peer group consists of companies selected according
to their similarity to our operations, services, revenues,
markets, availability of information, and any other
information the CHCM Committee deems appropriate.
Such companies are likely to have executive positions
comparable in breadth, complexity and scope of
responsibility to ours. The CHCM Committee last updated
our peer group in May 2022 in order to improve industry and
size comparability. This peer group, which was used for
2024 named executive officer compensation decisions,
consists of:
AutoZone
Dollar Tree
O’Reilly Auto
Sysco
Tractor Supply
Best Buy
Kroger
Ross Stores
Target
Walgreens
CarMax
Lowe’s
Starbucks
TJX Companies
Pearl Meyer provides peer group data typically on an
annual basis for the CEO, to ensure that the CHCM
Committee is aware of any significant movement in CEO
compensation levels within the peer group, and every two
to three years for each non-CEO named executive officer.
In years when updated peer group data is not provided,
the CHCM Committee applies a Pearl Meyer-recommended
aging factor to the prior peer group data. For 2024
compensation decisions, the peer group data considered
by the CHCM Committee for the CEO was that which was
used in connection with his reappointment to CEO in
October 2023 without aging, while the non-CEO peer group
data was aged by 3.5% from the 2023 peer group data.
Process for Approval of Stock Option Awards
The CHCM Committee approves stock option awards to
eligible employees, including named executive officers, on
an annual basis following its regularly scheduled meeting
held in March. In addition, on a quarterly basis following
its regularly scheduled meetings, the CHCM Committee
approves stock option awards for eligible employees who
are hired or promoted following the annual equity awards or
who are selected to receive a special equity award,
typically for retention purposes. At each regularly scheduled
quarterly meeting, the CHCM Committee discusses the
eligible employees and the recommended stock option
award values and, when a change to the terms of the form
of award agreement is recommended, terms and
conditions of the awards. However, to ensure the absence
of any material, non-public information at the time of a stock
option award, the CHCM Committee approves the stock
option awards each quarter via action by unanimous written
consent at the earliest possible date after the quarterly
meeting that falls either more than four business days
before or more than one business day after our public
disclosure of any material non-public information. We do
not time the disclosure of material non-public information
for the purpose of affecting the value of employee
compensation.
Elements of Named Executive Officer
Compensation
We provide compensation in the form of base salary,
short-term cash incentives, long-term equity incentives,
benefits, and limited perquisites. We believe each of these
elements is a necessary component of the total
compensation package and is consistent with compensation
programs at companies with whom we compete both for
business and talent. Decisions regarding each named
EXECUTIVE COMPENSATION
24
2025 Proxy Statement

executive officer’s 2024 compensation are discussed
below, including a description of each element of
compensation and the related applicable programs, as well
as applicable financial performance results certified with
respect to performance periods that ended in 2024.
2024 Compensation Generally
In March 2024, the CHCM Committee determined the
annual compensation of each named executive officer.
(a) March 2024 Compensation Decisions for
Mr. Vasos
The CHCM Committee considered the compensation
decisions that it approved for Mr. Vasos at the time of his re-
appointment as CEO in October 2023; the CEO peer
group data (see “Use of Market Data”); the limited amount
of time that had elapsed since Mr. Vasos’s re-appointment
as CEO; and the size and in-the-money value of the stock
option that had been awarded to Mr. Vasos upon his re-
appointment and related shareholder feedback. After
considering these factors, the CHCM Committee determined
to maintain Mr. Vasos’s base salary and target short-term
incentive bonus percentage opportunity at his prior year
levels ($1.4 million and 150% of base salary, respectively)
and forego any 2024 equity award to Mr. Vasos. See
“Short-Term Cash Incentive Plan” for a description of the
bonus program. Our Board of Directors ratified these
compensation decisions.
(b) March 2024 Compensation Decisions for Non-
CEO Named Executive Officers
The CHCM Committee considered the base salary,
short-term incentive, and long-term incentive components,
as well as total target compensation, in each case in
comparison to the peer group data (see “Use of Market
Data”), as well as individual performance (see “Use of
Performance Evaluations”). The CHCM Committee made
no change to the target short-term incentive
bonus percentage opportunity for Mss. Dilts, E. Taylor and
R. Taylor and Mr. Deckard from the prior year’s level (in each
case, 75% of base salary), which the CHCM Committee
concluded remained reasonably aligned with the peer
group data. See “Short-Term Cash Incentive Plan” for a
description of the bonus program.
Continuing its historical practice, the CHCM Committee
began its determination of non-CEO annual equity award
values by reference to a range of values derived from peer
group data. The use of such a range is designed to achieve
better market alignment at the individual position level while
allowing for subjective performance differentiation and
sufficiently incenting and retaining our non-CEO named
executive officers. The CHCM Committee determined each
applicable named executive officer’s actual award value
within the range based on comparisons of his or her total
target compensation against the peer group data, as well as
a subjective assessment of a variety of factors outlined
above under “Use of Performance Evaluations,” resulting in
equity award target values as follows: each of Ms. Dilts
and Mr. Deckard ($1.75 million), and each of Mss. E. Taylor
and R. Taylor ($2.0 million). See “Long-Term Equity
Incentive Program” for a description of the equity awards.
In addition, the CHCM Committee approved base salary
merit increases by reference to the 3.0% overall U.S. merit
budget increase for 2024 and adjusted to take into account
a subjective evaluation of each such officer’s 2023
performance, resulting in a base salary increase of 2.0% for
each of Ms. Dilts and Mr. Deckard, and 3.0% for each of
Mss. E. Taylor and R. Taylor, effective April 1, 2024. After
comparing each such officer’s proposed total target
compensation for 2024 against the peer group data, the
CHCM Committee determined that, with the exception of
Mr. Deckard, each such officer’s total target compensation
for 2024 remained within a reasonable range of the peer
group median and appropriately accounted for the
responsibilities of the position, the experience and
contributions of the individual, time in role, and relative
pay positions among peers, and thus no additional base
salary adjustments were made. However, to more closely
align total target compensation with the peer group median
and to account for the responsibilities of his position, his
contributions and experience, time in role, and relative pay
position among his internal peers, the CHCM Committee
approved an additional 1.7% base salary increase for
Mr. Deckard (for a total increase of 3.7%), effective April 1,
2024. See “Use of Performance Evaluations.”
Base Salary
Base salary promotes our recruiting and retention
objectives by reflecting the salaries for comparable
positions in the competitive marketplace, recognizing
performance, and providing a stable and predictable income
source for our executives. Our employment agreements
set forth minimum base salary levels, which the CHCM
Committee retains sole discretion to increase from time to
time. The CHCM Committee routinely considers annual
base salary adjustments in March.
Short-Term Cash Incentive Plan
Our short-term cash incentive plan, called Teamshare,
provides an opportunity to receive a cash bonus payment
equal to a certain percentage of base salary based upon
Dollar General’s level of achievement of one or more pre-
established financial performance targets. Accordingly,
Teamshare fulfills an important part of our pay for
performance philosophy while aligning the interests of our
named executive officers and our shareholders.
(a) 2024 Teamshare Structure
After considering the importance of revenue growth in our
valuation, as well as shareholder feedback and peer
group data, the CHCM Committee determined to add a
net sales metric representing 20% of the Teamshare bonus
structure for 2024. The CHCM Committee continued to
use adjusted EBIT as a second Teamshare financial
performance measure for the remaining 80% of the program
because it is a comprehensive measure of corporate
performance that aligns with our shareholders’ interests, is
reasonably consistent with the practices of the peer
EXECUTIVE COMPENSATION
2025 Proxy Statement
25

group, and ensures that management is focused on
leveraging and reinforcing our position as a low-cost
operator.
For purposes of the 2024 Teamshare program, adjusted
EBIT is defined as our operating profit as calculated in
accordance with U.S. generally accepted accounting
principles, but excludes the impact of (1) costs, fees and
expenses directly related to the consideration, negotiation,
preparation, or consummation of any transaction that
results in a change in control (within the meaning of the
Dollar General Corporation 2021 Stock Incentive Plan) or to
any securities offering; (2) disaster-related charges;
(3) LIFO provision, which exclusion shall be limited to 3%
of fiscal year-end consolidated inventory balance, or LIFO
benefit, which exclusion shall be limited to 3% of fiscal
year-end consolidated inventory balance; and (4) unless
the CHCM Committee disallows any such item, (A) any
unusual unplanned item or event which individually exceeds
$30 million; (B) any unbudgeted loss which individually
exceeds $1 million as a result of the resolution of a legal
matter; (C) any unplanned loss or gain which individually
exceeds $1 million related to the implementation of
accounting or tax legislative changes or changes in federal,
state or local wage or benefit mandates; and (D) any
unplanned loss or gain of a non-recurring nature which
individually exceeds $1 million, provided that the combined
amount of(4)(B), (C) and (D) equals or exceeds loss(es)
or gain(s) of $10 million. Further, for purposes of the 2024
Teamshare program, net sales is defined as our net sales
calculated in accordance with U.S. generally accepted
accounting principles.
The CHCM Committee set the 2024 adjusted EBIT
performance goal at approximately $2.590 billion and the
2024 net sales performance goal at approximately
$41.257 billion, each of which corresponds to the respective
target amount in our Board-approved 2024 annual
financial plan. For 2024, the target (below which no bonus
may be earned) and maximum (above which no further
bonus may be earned) performance levels for the adjusted
EBIT performance measure were 100% and 110% of the
target level, respectively, and the corresponding
payout percentages at the target and maximum
performance levels were calculated at 100% and 200%,
respectively, which the CHCM Committee believed
appropriately aligned pay and performance. Taking into
account shareholder feedback and peer group practices,
the CHCM Committee required a cliff target for adjusted
EBIT, rather than allowing for payout at a threshold level
below target, to drive year-over-year profitability in 2024,
and reduced the program’s historical 300% payout cap.
Consistent with the historical structure of the Teamshare
program, payouts for financial performance are based on
actual adjusted EBIT results and are interpolated on a
straight-line basis between the target and maximum levels.
The threshold (below which no bonus may be earned)
and maximum (above which no further bonus may be
earned) performance levels for the net sales performance
measure were 98.4% and 105% of the target level,
respectively, and the corresponding payout percentages at
the threshold and maximum performance levels were
calculated at 50% and 200%, respectively. The CHCM
Committee believed that these performance and payout
slopes, which were consistent with the historical structure
and aligned with the change to the maximum levels for 2024
adjusted EBIT, appropriately aligned pay and performance
and were reasonably consistent with the practices of the
peer group. Consistent with the historical structure of the
Teamshare program, payouts for financial performance are
based on actual net sales results and are interpolated on
a straight-line basis between the threshold and target levels,
and between the target and maximum levels.
The bonus payable to each named executive officer
employed with us on the payment date upon achieving the
target level of financial performance is equal to the
officer’s applicable percentage of base salary, unless the
CHCM Committee elects to consider performance or other
factors as allowed under the program as described above
under “Use of Performance Evaluations.”
(b) 2024 Teamshare Results
The CHCM Committee certified the adjusted EBIT
performance result at $1.863 billion (71.9% of the adjusted
EBIT target) and the net sales performance result at
$40.612 billion (98.4% of the net sales target), which
resulted in a 2024 Teamshare payout to each named
executive officer of 10.2% of his or her target Teamshare
bonus percentage opportunity.
Long-Term Equity Incentive Program
Long-term equity incentives are an important part of our
pay for performance philosophy and are designed to
motivate named executive officers to focus on long-term
success for shareholders while rewarding them for a
long-term commitment to us.
(a) 2024 Annual Equity Award Structure
Annual equity awards to our non-CEO named executive
officers in 2024 were made under our shareholder-approved
Dollar General Corporation 2021 Stock Incentive Plan. The
CHCM Committee delivered these annual equity awards to
all non-CEO named executive officers 50% in options and
50% in PSUs, believing that this mix appropriately aligned
the interests of management with those of shareholders
and was reasonably aligned with peer group practices.
The options are granted with a per share exercise price
equal to the fair market value of one share of our common
stock on the grant date. The options vest 25% annually
on April 1 of each of the four fiscal years following the fiscal
year in which the grant is made, subject to continued
employment with us and certain accelerated vesting
provisions, and have a ten-year term. The CHCM Committee
believes that stock options are performance-based
because they deliver value only to the extent shareholders
receive value.
The PSUs can be earned if specified financial performance
goals are achieved during the applicable performance
periods and if certain additional vesting requirements are
met as discussed more specifically below. For PSUs, the
CHCM Committee selects and sets targets for financial
EXECUTIVE COMPENSATION
26
2025 Proxy Statement

performance measures, then establishes threshold (if
applicable) and maximum levels of performance in relation
to those targets. The number of PSUs earned, if any,
depends on the level of financial performance achieved
versus such targets. The CHCM Committee selected
adjusted EBITDA and adjusted ROIC as the financial
performance measures for the 2024 PSUs. Half of the award
is subject to adjusted EBITDA performance and half of
the award is subject to adjusted ROIC performance. The
CHCM Committee believes that these financial measures
and the mix between them ensure that management is
focused on longer-term investments in our business, as the
combination of the two financial targets incentivizes
management to invest in profitable initiatives with sound
returns, thus aligning our strategic initiatives with financial
results.
For the 2024 PSU awards, a one-year performance period
corresponding to our 2024 fiscal year was established for
the PSUs which are subject to the adjusted EBITDA
performance measure. The adjusted EBITDA performance
goal of approximately $3.548 billion was the target amount
set forth in our Board-approved 2024 annual financial
plan. Further increasing the focus on multi-year
performance as a counterbalance to short-term incentives,
50% of the PSUs are subject to a three-year adjusted
ROIC performance measure. The adjusted ROIC
performance period begins the first day of our 2024 fiscal
year and extends through the last day of our 2026 fiscal
year. The adjusted ROIC performance goal of 18.65% is
the average of the adjusted ROIC goals for each fiscal year
within the performance period as set forth in our three-
year financial plan as it existed at the time the PSUs were
awarded.
For 2024, the target (below which no PSUs may be earned)
and maximum (above which no further PSUs may be
earned) performance levels for the adjusted EBITDA
performance measure were 100% and 110% of the target
level, respectively, and the corresponding
payout percentages at the target and maximum
performance level were calculated at 100% and 200%,
respectively, which the CHCM Committee believed
appropriately aligned pay and performance. Taking into
account shareholder feedback and peer group practices,
the CHCM Committee required a cliff target for adjusted
EBITDA, rather than allowing for payout at a threshold level
below target, to drive year-over-year profitability in 2024,
and reduced the historical 300% payout cap. Consistent with
the historical practice, payouts for financial performance
are based on actual adjusted EBITA results and are
interpolated on a straight-line basis between the target
and maximum levels.
Adjusted EBITDA is calculated as income (loss) from
continuing operations before cumulative effect of change
in accounting principles plus interest and other financing
costs, net, provision for income taxes, and depreciation
and amortization, but excludes the impact of all items
excluded from the 2024 Teamshare program adjusted EBIT
calculation outlined under “2024 Teamshare Structure”
above.
Adjusted ROIC for the three-year performance period is
calculated as (1) the result of (A) the sum of (i) our
operating income, plus (ii) depreciation and amortization,
plus (iii) single lease cost, minus (B) taxes, divided by (2) the
result of (A) the sum of the averages of the five most
recently completed fiscal quarters of: (i) total assets, plus
(ii) accumulated depreciation and amortization, minus
(B) the difference of the averages of the five most recently
completed fiscal quarters of: (i) cash, minus (ii) goodwill,
minus (iii) accounts payable, minus (iv) other payables,
minus (v) accrued liabilities, but excludes the impact of all
items excluded from the 2024 Teamshare program adjusted
EBIT calculation outlined under “2024 Teamshare Structure”
above.
The following tables show the amount (as a percent of
target) of PSUs that could be earned by each non-CEO
named executive officer at each of the target and maximum
performance levels as a result of 2024 adjusted EBITDA
performance, the 2024 adjusted EBITDA performance result,
and the amount (as a percent of target) of PSUs that
could be earned at each of the threshold, target and
maximum performance levels as a result of 2024-2026
adjusted ROIC performance.
Adjusted EBITDA (2024)
Level*
Result v.
Target (%)
EBITDA
Result ($)
(in billions)
PSUs Earned
(% of Target)
Below Target
<100
<3.548
0
Target
100
3.548
100
Maximum
110
3.903
200
2024 Results
79.7
2.827
0
*
PSUs earned for performance between target and maximum levels are interpolated on a straight-line basis.
EXECUTIVE COMPENSATION
2025 Proxy Statement
27

Adjusted ROIC (2024-2026)
Level*
Result v.
Target (%)
ROIC
Result (%)
PSUs Earned
(% of Target)
Below Threshold
<94.6
<17.65
0
Threshold
94.6
17.65
50
Target
100.0
18.65
100
Maximum
102.7
19.15
200
*
PSUs earned for performance between threshold, target, and maximum levels are interpolated on a straight-line basis.
Subject to certain pro-rata vesting conditions, the PSUs
earned, if any, for adjusted ROIC performance during the
three-year performance period will vest on April 1, 2027,
subject to the applicable officer’s continued employment
with us and certain accelerated vesting provisions. All
vested PSUs will be settled in shares of our common stock.
(b) 2022 PSU Awards–Completed 2022-2024
Performance Period
Certain of the PSUs awarded in 2022 to each named
executive officer were subject to an adjusted ROIC
performance measure for a three-year performance period
beginning on the first day of our 2022 fiscal year and
extending through the last day of our 2024 fiscal year, based
on the average adjusted ROIC for each fiscal year within
the three-year period. The average adjusted ROIC was
derived from our three-year financial plan in place at the
time of the award and is calculated in the same manner as
adjusted ROIC for the 2024-2026 performance period
except for the LIFO exclusion calculation, which did not
include the LIFO adjustment limitations that were first used
by the Company as part of its 2023 annual equity awards
and were intended to minimize extreme swings that such
adjustments may have on the ROIC calculation.
The following table shows the amount (as a percent of
target) of such PSUs that could be earned at each of the
applicable threshold, target and maximum performance
levels, as well as the actual performance result, which
resulted in the named executive officers earning no PSUs
subject to the adjusted ROIC performance measure.
Adjusted ROIC (2022-2024)
Level*
Result v.
Target (%)
ROIC
Result (%)
PSUs Earned
(% of Target)
Below Threshold
<95.6
<21.95
0
Threshold
95.6
21.95
50
Target
100.0
22.95
100
Maximum
104.4
23.95
300
2022-2024 Results
88.4
20.28
0
*
PSUs earned for performance between threshold, target, and maximum levels are interpolated on a straight-line basis.
(c) Share Ownership Guidelines and Holding
Requirements
Our senior officers, including our named executive officers,
are subject to share ownership guidelines and holding
requirements. The share ownership guideline is a multiple
of annual base salary as in effect from time to time and is to
be achieved within a five-year time period.
Officer Level
Multiple of Base Salary
CEO
6X
COO/President (if any)
4X
EVP
3X
SVP
2X
Each senior officer is required to retain ownership of 50%
of all net after-tax shares issuable upon vesting or exercise
of compensatory awards until the target ownership level
is achieved. As of January 31, 2025, each of our named
executive officers was in compliance with our share
ownership and holding requirement policy either because
he or she met the guideline or was within the allotted grace
period.
(d) Hedging and Pledging Policies
Our policy prohibits Board members, officers, and all other
individuals subject to the trading preclearance requirements
outlined in our Insider Trading Policy, as well as their
Controlled Persons, from (1) pledging Dollar General
securities as collateral; (2) holding Dollar General securities
in a margin account; and (3) purchasing financial
instruments or otherwise engaging in transactions that
hedge or offset, or are designed to hedge or offset, against
any decrease in the market value of Dollar General
securities granted to them as part of their compensation
or held by them, such as entering into or trading prepaid
variable forward contracts, equity swaps, collars, puts, calls,
options, exchange funds (also known as swap funds) or
other derivative instruments related to Dollar General equity
securities. All other employees and contingent workers,
as well as their Controlled Persons, are strongly discouraged
from entering into these types of transactions. Controlled
Persons include the officer’s, Board member’s or employee’s
respective spouses; immediate family members sharing
their home or that are economically dependent on them;
any person living in their home; and any person, entity or
EXECUTIVE COMPENSATION
28
2025 Proxy Statement

trust whose transactions in Dollar General securities they
direct, influence or control.
Benefits and Perquisites
Our named executive officers participate in certain benefits
on the same terms that are offered to all of our salaried
employees. We also provide them with limited additional
benefits and perquisites for retention, recruiting and/or
safety purposes, to replace benefit opportunities lost due
to regulatory limits, and to enhance their ability to focus on
our business. We do not provide tax gross-up payments
for named executive officers on any benefits and perquisites
other than relocation-related items. The primary additional
benefits and perquisites include the following:
• We provide a compensation deferral plan (the “CDP”)
and, for named executive officers hired or promoted prior
to May 28, 2008, a defined contribution Supplemental
Executive Retirement Plan (the “SERP,” and together with
the CDP, the “CDP/SERP Plan”) as discussed in more
detail under “Nonqualified Deferred Compensation Fiscal
2024.”
• We pay the premiums for a life insurance benefit equal
to 2.5 times base salary up to a maximum of $4 million.
• We provide a salary continuation program that provides
income replacement for up to 26 weeks at 100% of
base salary for the first three weeks and 70% of base
salary thereafter. We also pay the premiums under a
group long-term disability plan that provides 60% of base
salary up to a maximum monthly benefit of$20,000.
• We provide a relocation assistance program under a
policy applicable to officer-level employees.
• We offer personal financial and estate planning and tax
preparation services through a third party.
In addition, as a result of the terms of his employment
agreement with us in order to ensure that Mr. Vasos, who
returned to Dollar General in 2023 from retirement, can
maximize his time at our offices, we will reimburse Mr. Vasos
up to $500,000 per calendar year for personal air travel to
and from his residences and for personal visits with his
immediate family members in locations within the
continental United States. Furthermore, in light of the
benefit that it provides to the Company in the form of time
efficiencies and security for Mr. Vasos, the CHCM
Committee also has authorized Mr. Vasos’s use of our
corporate aircraft to travel to and from his outside board
meetings, provided that such use is secondary to any use of
the aircraft for Dollar General business, which has priority,
and the CHCM Committee has reserved the right to revoke
this permission at any time.
The CHCM Committee authorized certain 2024 personal
security services for Mr. Vasos for a limited duration upon
the existence of an increased potential threat to his safety
and pre-approved, beginning in 2025, additional security
for the CEO upon the identification of or potential for an
increased security threat up to a maximum of $200,000
during each fiscal year. Further, the CHCM Committee
pre-approved, beginning in 2025, a one-time expense to
conduct a security vulnerability assessment on each of the
CEO’s current residences and on each named executive
officer’s primary residence.
Considerations Associated with
Regulatory Requirements
The CHCM Committee views the tax deductibility of
executive compensation as one of many factors to be
considered in the context of its overall compensation
philosophy and therefore reserves the right to approve
compensation that may not be deductible in situations it
deems appropriate.
Compensation Committee
Report
The CHCM Committee of our Board of Directors reviewed
and discussed with management the Compensation
Discussion and Analysis required by Item 402(b) of
Regulation S-K and, based on such review and discussions,
the CHCM Committee recommended to the Board that
the Compensation Discussion and Analysis be included in
this document.
This report has been furnished by the members of the
CHCM Committee:
• Timothy I. McGuire, Chairperson
• Warren F. Bryant
• Kathleen M. Scarlett
The above Compensation Committee Report does not
constitute soliciting material and should not be deemed
filed or incorporated by reference into any other Dollar
General filing under the Securities Act of 1933 or the
Exchange Act, except to the extent Dollar General
specifically incorporates this report by reference therein.
EXECUTIVE COMPENSATION
2025 Proxy Statement
29

Summary Compensation Table
The following table summarizes compensation paid to or earned by our named executive officers in each of the 2024,
2023 and 2022 fiscal years. We have omitted from this table the columns for “Bonus” and “Change in Pension Value and
Nonqualified Deferred Compensation Earnings” because they are inapplicable.
Name and Principal Position(1)
Year
Salary
($)(2)
Stock
Awards
($)(3)
Option
Awards
($)(4)
Non-Equity
Incentive Plan
Compensation
($)(5)
All Other
Compensation
($)(6)
Total
($)
Todd J. Vasos,
Chief Executive Officer
2024
1,400,054
—
—
214,849
537,454
2,152,357
2023
652,461
—
7,952,550
—
375,106
8,980,117
2022
1,391,720
5,592,354
5,924,983
2,520,000
192,349
15,621,406
Kelly M. Dilts,
Executive Vice President &
Chief Financial Officer
2024
762,529
965,509
992,754
58,700
62,189
2,841,681
2023
727,261
275,980
898,569
—
63,390
1,965,200
Emily C. Taylor,
Executive Vice President &
Chief Merchandising Officer
2024
820,029
1,103,527
1,134,570
63,227
104,437
3,225,790
2023
769,537
919,726
867,222
—
139,007
2,695,492
2022
680,214
894,708
947,988
622,837
172,923
3,318,670
Rhonda M. Taylor,
Executive Vice President &
General Counsel
2024
743,154
1,103,527
1,134,570
57,299
107,737
3,146,287
2023
712,704
919,726
867,222
—
134,203
2,633,855
2022
647,514
894,708
947,988
585,953
173,228
3,249,391
Steven R. Deckard,
Executive Vice President,
Strategy & Development
2024
695,860
965,509
992,754
53,712
112,300
2,820,135
(1)
Mr. Vasos served as Chief Executive Officer from June 2015 until November 2022 and then as Senior Advisor until his retirement in April 2023. He
resumed his position as Chief Executive Officer in October 2023. Ms. Dilts joined Dollar General in 2019 but was not a named executive officer for 2022.
She served as Senior Vice President, Finance, until her promotion to Executive Vice President & Chief Financial Officer in May 2023. Mr. Deckard joined
Dollar General in 2006 but was not a named executive officer for 2022 or 2023. During 2024, he served as Executive Vice President, Store Operations and
Development, and assumed his current role on February 1, 2025.
(2)
Each named executive officer other than Ms. E. Taylor deferred under the CDP, and each named executive officer contributed to our 401(k) Plan, a
portion of salary earned in each of the fiscal years for which salaries are reported above for the applicable named executive officer. The amounts of the
fiscal 2024 salary deferrals under the CDP are included in the applicable Nonqualified Deferred Compensation Table.
(3)
The amounts reported represent the aggregate grant date fair value of PSUs, as well as RSUs solely with respect to Ms. Dilts, awarded in each fiscal
year for which compensation is required to be reported in the table for each named executive officer, in each case computed in accordance with FASB
ASC Topic 718. The PSUs are subject to performance conditions, and the reported value at the grant date is based upon the probable outcome of
such conditions on such date. The values of the PSUs at the grant date assuming that the highest level of performance conditions will be achieved are
as follows for each fiscal year required to be reported for each applicable named executive officer:
Fiscal
Year
Mr. Vasos
($)
Ms. Dilts
($)
Ms. E. Taylor
($)
Ms. R. Taylor
($)
Mr. Deckard
($)
2024
—
1,931,018
2,207,054
2,207,054
1,931,018
2023
—
413,971
2,759,179
2,759,179
—
2022
16,777,061
—
2,684,124
2,684,124
—
Information regarding the assumptions made in the valuation of these awards is set forth in Note 9 of the annual consolidated financial statements in
our 2024 Form 10-K.
(4)
The amounts reported represent the aggregate grant date fair value of stock options awarded in each fiscal year for which compensation is required to
be reported in the table for each named executive officer, in each case computed in accordance with FASB ASC Topic 718. Information regarding
assumptions made in the valuation of these awards is set forth in Note 9 of the annual consolidated financial statements in our 2024 Form 10-K.
(5)
Represents amounts, if any, earned pursuant to our Teamshare bonus program for each fiscal year for which compensation is required to be reported
in the table for each named executive officer. See the discussion of the “Short-Term Cash Incentive Plan” in “Compensation Discussion and Analysis”
above. Ms. E. Taylor deferred under the CDP 20% of her fiscal 2022 Teamshare bonus payment reported above.
(6)
Includes the dollar value of dividend equivalents ($522) paid, accumulated or credited on RSUs in fiscal 2024 prior to their vesting on May 30, 2024,
which RSUs were awarded to Mr. Vasos in May 2023 for his service as a non-employee director (the “2023 NED RSUs”), as well as the following amounts
for each named executive officer for fiscal 2024:
EXECUTIVE COMPENSATION
30
2025 Proxy Statement

Name
Company Match
Contributions –
401(k)
($)
Company Match
Contributions –
CDP
($)
Company
Contributions –
SERP
($)
Premiums
for
Life Insurance
Program
($)
Aggregate Incremental
Cost of Providing
Perquisites/Personal
Benefits
($)(a)
Mr. Vasos
16,958
52,753
—
2,996
464,225
Ms. Dilts
17,622
20,814
—
1,632
22,121
Ms. E. Taylor
17,663
—
64,634
1,756
20,384
Ms. R. Taylor
17,185
—
88,961
1,591
—
Mr. Deckard
17,698
17,369
51,929
1,490
23,814
(a)
Perquisites and personal benefits for Ms. R. Taylor totaled less than $10,000 and accordingly the incremental cost is not included in the
table or detailed in this footnote. None of the remaining named executive officers received any perquisite or personal benefit for which the
aggregate incremental cost individually equaled or exceeded the greater of $25,000 or 10% of total perquisites except for Mr. Vasos, for whom
the aggregate incremental cost of: (1) personal airplane usage and related ground transportation totaled $406,581, which was calculated
by adding invoiced expenses reimbursed for travel that did not involve the use of our corporate airplane ($337,729), consisting of private
charter costs and ground transportation costs, plus costs incurred for the use of our corporate airplane (including any “deadhead” legs) that
we would not have incurred but for the personal usage ($68,852), including fuel costs, variable maintenance costs, crew expenses, landing,
parking and other associated fees, supplies, and meal and catering costs; and (2) providing personal security services totaled $39,174, which
represented the fees, inclusive of time and expenses, paid to the providers of the personal security services. The aggregate incremental
cost of providing other perquisites and benefits to each listed officer related to: financial and estate planning services, limited miscellaneous
gifts and entertainment costs, premiums paid under our group long-term disability program and our accidental death and dismemberment
policy, and an administrative fee for coverage under our short-term disability program. We also offer each named executive officer certain
perquisites and personal benefits at no aggregate incremental cost to Dollar General, including access, at his or her option, to participation
in a group umbrella liability insurance program through a third party insurer at a group rate paid by the executive and coverage under our
business travel accident insurance for which Dollar General pays a flat fee for the eligible employee population.
EXECUTIVE COMPENSATION
2025 Proxy Statement
31

Grants of Plan-Based Awards in Fiscal 2024
The table below shows under “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” the threshold, target
and maximum short-term incentive amounts which each named executive officer could have earned under our 2024
Teamshare program based upon the level of achievement of the applicable financial performance measures. Actual amounts
earned under the 2024 Teamshare program are shown in the Summary Compensation Table and represent payment
between the threshold and target levels. See “2024 Compensation Generally” and “Short-Term Cash Incentive Plan” in
“Compensation Discussion and Analysis” for further discussion of the 2024 Teamshare program.
The table below also shows information regarding equity awards made to our named executive officers for fiscal 2024, all
of which were granted pursuant to our 2021 Stock Incentive Plan. Mr. Vasos did not receive an equity award for fiscal 2024.
The awards listed under “Estimated Future Payouts Under Equity Incentive Plan Awards” include the threshold, target
and maximum number of PSUs which could be earned by each applicable named executive officer based upon the level
of achievement of the applicable financial performance measures. The awards listed under “All Other Option Awards”
include nonqualified stock options that vest over time. See “2024 Compensation Generally” and “Long-Term Equity Incentive
Program” in “Compensation Discussion and Analysis” for further discussion of these awards. We have omitted the column
for “All Other Stock Awards” because it is inapplicable.
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards
Estimated Future Payouts
Under Equity Incentive
Plan Awards
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
Exercise or
Base Price
of Option
Awards
($/Sh)(1)
Grant
Date Fair
Value of
Stock
and
Option
Awards
($)(2)
Name
Grant
Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Mr. Vasos
—
210,000
2,100,000
4,200,000
—
—
—
—
—
—
Ms. Dilts
—
57,375
573,750
1,147,500
—
—
—
—
—
—
03/27/2024
—
—
—
—
—
—
22,765
154.21
992,754
03/27/2024
—
—
—
1,565
6,261
12,522
—
—
965,509
Ms. E. Taylor
—
61,800
618,000
1,236,000
—
—
—
—
—
—
03/27/2024
—
—
—
—
—
—
26,017
154.21
1,134,570
03/27/2024
—
—
—
1,789
7,156
14,312
—
—
1,103,527
Ms. R. Taylor
—
56,006
560,063
1,120,125
—
—
—
—
—
—
03/27/2024
—
—
—
—
—
—
26,017
154.21
1,134,570
03/27/2024
—
—
—
1,789
7,156
14,312
—
—
1,103,527
Mr. Deckard
—
52,500
525,000
1,050,000
—
—
—
—
—
—
03/27/2024
—
—
—
—
—
—
22,765
154.21
992,754
03/27/2024
—
—
—
1,565
6,261
12,522
—
—
965,509
(1)
Calculated based on the closing market price of one share of our common stock on the date of grant as reported by the NYSE.
(2)
Represents the aggregate grant date fair value of each equity award, computed in accordance with FASB ASC Topic 718. For equity awards that are
subject to performance conditions, the value at the grant date is based upon the probable outcome of such conditions.
EXECUTIVE COMPENSATION
32
2025 Proxy Statement

Outstanding Equity Awards at 2024 Fiscal Year-End
The table below sets forth information regarding awards granted under our Amended and Restated 2007 Stock Incentive
Plan (for awards granted prior to May 26, 2021) and under our 2021 Stock Incentive Plan (for awards granted on or after
May 26, 2021) and held by our named executive officers as of the end of fiscal 2024. We have omitted from this table the
column for “Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options” because it is
inapplicable. All awards included in the table, to the extent they have not vested, are subject to certain accelerated
vesting provisions as described in “Potential Payments Upon Termination or Change in Control.” PSUs and RSUs reported
in the table are payable in shares of our common stock on a one-for-one basis.
Option Awards
Stock Awards
Name
Grant Date
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
Option
Exercise
Price
($)
Option
Expiration
Date
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(1)
Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)
Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)(1)
Mr. Vasos
03/17/2020
66,860(2)
—
154.53
04/01/2028
—
—
—
—
03/16/2021
61,488(2)
30,744(3)
193.55
04/01/2028
—
—
—
—
03/15/2022
62,310(4)
—
214.25
04/01/2028
—
—
—
—
10/17/2023
—
250,000(5)
117.33
10/17/2033
—
—
—
—
Ms. Dilts
08/27/2019
5,732(6)
—
138.75
08/27/2029
—
—
—
—
03/17/2020
5,052(7)
—
154.53
03/17/2030
—
—
—
—
03/16/2021
4,341(7)
1,446(7)
193.55
03/16/2031
—
—
—
—
03/15/2022
7,624(7)
7,624(7)
214.25
03/15/2032
—
—
—
—
03/28/2023
1,203(7)
3,606(7)
208.13
03/28/2033
—
—
—
—
06/09/2023
3,897(6)
11,691(6)
153.05
06/09/2033
—
—
—
—
03/27/2024
—
22,765(7)
154.21
03/27/2034
—
—
—
—
03/15/2022
—
—
—
—
409(8)
29,064
—
—
03/28/2023
—
—
—
—
—
—
166(9)
11,760
03/27/2024
—
—
—
—
—
—
1,565(10)
111,209
03/15/2022
—
—
—
—
532(11)
37,804
—
—
03/28/2023
—
—
—
—
442(12)
31,409
—
—
Ms. E. Taylor
03/22/2017
4,508(7)
—
70.68
03/22/2027
—
—
—
—
03/21/2018
6,583(7)
—
92.98
03/21/2028
—
—
—
—
03/20/2019
5,617(7)
—
117.13
03/20/2029
—
—
—
—
03/17/2020
7,429(7)
—
154.53
03/17/2030
—
—
—
—
12/01/2020
3,659(6)
—
219.84
12/01/2030
—
—
—
—
03/16/2021
11,286(7)
3,761(7)
193.55
03/16/2031
—
—
—
—
03/15/2022
9,971(7)
9,968(7)
214.25
03/15/2032
—
—
—
—
03/28/2023
4,008(7)
12,021(7)
208.13
03/28/2033
—
—
—
—
03/27/2024
—
26,017(7)
154.21
03/27/2034
—
—
—
—
03/15/2022
—
—
—
—
1,070(8)
76,034
—
—
03/28/2023
—
—
—
—
—
—
1,105(9)
78,486
03/27/2024
—
—
—
—
—
—
1,789(10)
127,126
EXECUTIVE COMPENSATION
2025 Proxy Statement
33

Option Awards
Stock Awards
Name
Grant Date
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
Option
Exercise
Price
($)
Option
Expiration
Date
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(1)
Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)
Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)(1)
Ms. R. Taylor
03/20/2019
5,617(7)
—
117.13
03/20/2029
—
—
—
—
03/17/2020
22,287(7)
—
154.53
03/17/2030
—
—
—
—
03/16/2021
13,890(7)
4,629(7)
193.55
03/16/2031
—
—
—
—
03/15/2022
9,971(7)
9,968(7)
214.25
03/15/2032
—
—
—
—
03/28/2023
4,008(7)
12,021(7)
208.13
03/28/2033
—
—
—
—
03/27/2024
—
26,017(7)
154.21
03/27/2034
—
—
—
—
03/15/2022
—
—
—
—
1,070(8)
76,034
—
—
03/28/2023
—
—
—
—
—
—
1,105(9)
78,486
03/27/2024
—
—
—
—
—
—
1,789(10)
127,126
Mr. Deckard
03/21/2018
5,583(7)
—
92.98
03/21/2028
—
—
—
—
03/20/2019
5,377(7)
—
117.13
03/20/2029
—
—
—
—
03/17/2020
5,052(7)
—
154.53
03/17/2030
—
—
—
—
03/16/2021
4,341(7)
1,446(7)
193.55
03/16/2031
—
—
—
—
03/15/2022
3,519(7)
3,518(7)
214.25
03/15/2032
—
—
—
—
03/28/2023
1,203(7)
3,606(7)
208.13
03/28/2033
—
—
—
—
09/05/2023
2,193(6)
6,576(6)
127.22
09/05/2033
—
—
—
—
03/27/2024
—
22,765(7)
154.21
03/27/2034
—
—
—
—
03/15/2022
—
—
—
—
189(8)
13,430
—
—
03/28/2023
—
—
—
—
—
—
166(9)
11,760
03/27/2024
—
—
—
—
—
—
1,565(10)
111,209
03/15/2022
—
—
—
—
245(11)
17,410
—
—
03/28/2023
—
—
—
—
442(12)
31,409
—
—
(1)
Computed by multiplying the number of units by the closing market price of one share of our common stock on January 31, 2025, as reported by the
NYSE.
(2)
Vested 50% on each of April 1, 2023, and April 1, 2024.
(3)
Scheduled to vest on April 1, 2025.
(4)
Vested 50% on each of April 1, 2023, and March 15, 2024.
(5)
Scheduled to vest on October 12, 2027.
(6)
Vested or scheduled to vest, as applicable, as to 25% per year on each of the first four anniversaries of the grant date.
(7)
Vested or scheduled to vest, as applicable, as to 25% each year on each of the first four anniversaries of the April 1 following the grant date.
(8)
Part of a PSU grant that was earned as a result of our fiscal 2022 adjusted EBITDA performance and is scheduled to vest on April 1, 2025.
(9)
Part of a PSU grant that is scheduled to vest on April 1, 2026, if the adjusted ROIC performance goal is achieved for fiscal years 2023-2025. The number
of PSUs reported in this column assumes achievement of the threshold level of adjusted ROIC performance for the performance period. The actual
number of PSUs earned, if any, will be determined based on the actual level of adjusted ROIC performance achieved for the performance period.
(10) Part of a PSU grant that is scheduled to vest on April 1, 2027, if the adjusted ROIC performance goal is achieved for fiscal years 2024-2026. The number
of PSUs reported in this column assumes achievement of the threshold level of adjusted ROIC performance for the performance period. The actual
number of PSUs earned, if any, will be determined based on the actual level of adjusted ROIC performance achieved for the performance period.
(11) Time-based RSUs scheduled to vest on April 1, 2025.
(12) Time-based RSUs scheduled to vest 50% per year on April 1, 2025, and April 1, 2026.
EXECUTIVE COMPENSATION
34
2025 Proxy Statement

Option Exercises and Stock Vested During Fiscal 2024
We have omitted from this table the “Option Awards” columns because they are inapplicable.
Stock Awards
Name
Number of
Shares
Acquired on
Vesting
(#)(1)
Value Realized
on Vesting
($)(2)
Mr. Vasos
54,737
8,586,763
Ms. Dilts
2,482
390,543
Ms. E. Taylor
6,840
1,076,274
Ms. R. Taylor
8,172
1,285,864
Mr. Deckard
1,975
310,766
(1)
Represents the gross number of shares acquired upon vesting, without deduction for shares that may have been withheld to satisfy applicable tax
withholding obligations.
(2)
Value realized is calculated by multiplying the gross number of shares vested by the closing market price of our common stock on the vesting date as
reported by the NYSE. Mr. Vasos deferred $113,623 of the amount reported pursuant to the 2021 Stock Incentive Plan as further discussed under
“Nonqualified Deferred Compensation Fiscal 2024” below.
Pension Benefits Fiscal 2024
We have omitted the Pension Benefits table because it is inapplicable.
Nonqualified Deferred Compensation Fiscal 2024
(a) CDP/SERP Plan. Information regarding each named executive officer’s participation in our CDP/SERP Plan is included
in the following table. We have omitted from this table the “Aggregate Withdrawals/Distributions” column because it is
inapplicable. The material terms of the CDP/SERP Plan are described after the table. Please also see “Benefits and Perquisites”
in “Compensation Discussion and Analysis” above.
Name
Executive
Contributions
in Last FY
($)(1)
Registrant
Contributions
in Last FY
($)(2)
Aggregate
Earnings
in Last FY
($)(3)
Aggregate
Balance
at Last FYE
($)(4)
Mr. Vasos
355,847
52,753
36,918
507,763
Ms. Dilts
108,004
20,814
55,421
566,623
Ms. E. Taylor
—
64,634
408,214
3,126,703
Ms. R. Taylor
3,112
88,961
340,282
3,079,397
Mr. Deckard
63,752
69,298
288,511
2,816,636
(1)
Of the reported amounts, the following are reported in the Summary Compensation Table as “Salary” for 2024: Mr. Vasos ($355,847); Ms. Dilts ($108,004);
Ms. R. Taylor ($3,112); and Mr. Deckard ($63,752).
(2)
Reported as “All Other Compensation” in the Summary Compensation Table.
(3)
The amounts shown are not reported in the Summary Compensation Table because they do not represent above-market or preferential earnings.
(4)
Of the amounts reported, the following were previously reported as compensation for years prior to 2024 in a Summary Compensation Table: Mr. Vasos
($59,412); Ms. Dilts ($62,059); Ms. E. Taylor ($353,994); Ms. R. Taylor ($1,885,263); and Mr. Deckard ($0).
Pursuant to the CDP, each named executive officer may annually elect to defer up to 65% of his or her base salary if his or
her compensation exceeds the limit set forth in Section 401(a)(17) of the Internal Revenue Code, and up to 100% of his
or her bonus pay if his or her compensation equals or exceeds the highly compensated limit under Section 414(q)(1)(B) of
the Internal Revenue Code. We currently match base pay deferrals at a rate of 100%, up to 5% of annual salary, with
annual salary offset by the amount of match-eligible salary under the 401(k) Plan. All named executive officers are 100%
vested in compensation and matching deferrals and earnings on those deferrals.
Pursuant to the SERP, we make an annual contribution equal to a certain percentage of a participant’s annual salary and
bonus to eligible participants who are actively employed in an eligible job grade on January 1 and continue to be employed
as of December 31 of a given year. The contribution percentage is based on age, years of service, and job grade. Persons
hired after May 27, 2008, are not eligible to participate in the SERP. The fiscal 2024 contribution percentage was 7.5% for
each of Ms. E. Taylor and Mr. Deckard and 12.0% for Ms. R. Taylor, each of whom is 100% vested in her or his SERP account.
No other named executive officer was eligible to participate in the SERP in 2024.
EXECUTIVE COMPENSATION
2025 Proxy Statement
35

The amounts deferred or contributed to the CDP/SERP Plan are credited to a liability account, which is then invested at
the participant’s option in an account that mirrors the performance of a fund or funds selected by the CHCM Committee or
its delegate. These funds are identical to the funds offered in our 401(k) Plan.
For a participant who ceases employment with at least 10 years of service or after reaching age 50 and whose CDP
account balance or SERP account balance exceeds certain dollar thresholds, the account balance will be paid by (a) lump
sum, (b) monthly installments over a 5, 10 or 15-year period or (c) a combination of lump sum and installments, pursuant
to the participant’s election. Otherwise, payment is made in a lump sum. The vested amount will be payable at the time
designated by the CDP/SERP Plan upon the participant’s termination of employment. A participant’s CDP/SERP Plan
benefit normally is payable in the following February if employment ceases during the first six months of a calendar year
or is payable in the following August if employment ceases during the last six months of a calendar year. However, participants
may elect to receive an in-service lump sum distribution of vested amounts credited to the CDP account, provided that
the date of distribution is no sooner than five years after the end of the year in which the amounts were deferred. In addition,
a participant who is actively employed may request an “unforeseeable emergency hardship” in-service lump sum
distribution of vested amounts credited to the participant’s CDP account. Account balances are payable in cash. As a
result of our change in control which occurred in 2007, the CDP/SERP Plan liabilities through July 6, 2007, were fully funded
into an irrevocable rabbi trust. We also funded into the rabbi trust deferrals into the CDP/SERP Plan between July 6,
2007, and October 15, 2007. All CDP/SERP Plan liabilities incurred on or after October 15, 2007, are unfunded.
(b) Non-Employee Director Deferred Compensation Plan. Information regarding Mr. Vasos’s participation in our Non-
Employee Director Deferred Compensation Plan is included in the following table. As previously reported, Mr. Vasos deferred
under the Non-Employee Director Deferred Compensation Plan his cash fees earned for Board service during the period
in 2023 that he served as a non-employee director. The material terms of the Non-Employee Director Deferred Compensation
Plan are described in the “Director Compensation” section. If Mr. Vasos’s service on our Board ceases for any reason, or
upon a change in control, his account balance will be paid in a lump sum, subject to a six-month delay if required to comply
with the requirements of Section 409A of the Internal Revenue Code. We have omitted from this table the columns
pertaining to “Executive Contributions,” “Registrant Contributions” and “Aggregate Withdrawals/Distributions” during the
fiscal year because they are inapplicable.
Name
Aggregate
Earnings
in Last FY
($)(1)
Aggregate
Balance
at Last FYE
($)(2)
Mr. Vasos
9,448
65,750
(1)
The amount shown is not reported in the Summary Compensation Table because it does not represent above-market or preferential earnings.
(2)
Of the amount reported, $50,372 was previously reported as compensation to Mr. Vasos in the Summary Compensation Table for fiscal year 2023.
(c) 2021 Stock Incentive Plan. Information regarding Mr. Vasos’s deferral of the 2023 NED RSUs is included in the following
table. The 2023 NED RSUs were awarded under our 2021 Stock Incentive Plan. The material terms of the 2023 NED RSUs
are described after the table. We have omitted from this table the columns pertaining to “Registrant Contributions” and
“Aggregate Withdrawals/Distributions” during the fiscal year because they are inapplicable.
Name
Executive
Contributions
in Last FY
($)(1)
Aggregate
Earnings
in Last FY
($)(2)
Aggregate
Balance
at Last FYE
($)(3)
Mr. Vasos
113,623
(49,220)
64,402
(1)
Represents the market value of the 2023 NED RSUs on May 30, 2024, the date they vested and were deferred, including the additional RSUs credited
as a result of dividend equivalents earned with respect to such RSUs (the “Deferred RSUs”). The value is based on the closing market price of our common
stock on the NYSE on May 30, 2024. This value is also reported in the “Stock Awards—Value Realized on Vesting” column of the Option Exercises and
Stock Vested During Fiscal 2024 table above.
(2)
Represents the difference in (a) the market value on January 31, 2025 of the Deferred RSUs and the additional RSUs credited as a result of dividend
equivalents earned after May 30, 2024, and (b) the market value of the Deferred RSUs on May 30, 2024. In each case the market value is based on the
closing market price of our common stock on the NYSE on the relevant date.
(3)
Represents the aggregate market value of the deferred 2023 NED RSUs and additional RSUs credited as a result of dividend equivalents earned with
respect to such RSUs held by Mr. Vasos as of January 31, 2025. The value is based on the closing market price of our common stock on the NYSE on
January 31, 2025. In the Summary Compensation Table for fiscal year 2023, $177,952 was reported with respect to the 2023 NED RSUs awarded to
Mr. Vasos on May 30, 2023, for his service as a non-employee director. Such amount represented the grant date fair value of such RSUs, computed in
accordance with FASB ASC Topic 718. Information regarding the assumptions made in the valuation of such award was included in Note 9 of the annual
consolidated financial statements in our 2023 Annual Report on Form 10-K.
As discussed above under “Director Compensation,” each non-employee director receives an annual award of RSUs issued
pursuant to our 2021 Stock Incentive Plan, payable in shares of our common stock. The RSUs are awarded by the CHCM
Committee annually to each non-employee director who is elected or re-elected at the annual shareholders’ meeting and to
any new non-employee director appointed thereafter but before February 1 of a given year. The RSUs are scheduled to
vest on the first anniversary of the grant date subject to certain accelerated vesting conditions. Directors generally may
defer receipt of shares underlying the RSUs. Specifically, a director may make an irrevocable election to defer receipt of all
or any portion of the vested RSUs prior to December 31 of the calendar year preceding the grant date of the RSUs. Any
such deferred shares will instead be paid on the date elected by the director (in the case of Mr. Vasos, upon his cessation of
service on the Board) or, if earlier, upon the director’s death or disability or upon a change in control, subject to a six-month
delay if required to comply with the requirements of Section 409A of the Internal Revenue Code.
EXECUTIVE COMPENSATION
36
2025 Proxy Statement

Potential Payments Upon
Termination or Change in Control
Our agreements with our named executive officers and
certain plans and programs in which they participate, in
each case as in effect at the end of 2024, provide for benefits
or payments upon certain employment termination or
change in control events or, for Mr. Vasos only, Board service
termination events. We discuss these benefits and
payments below except to the extent they are available
generally to all salaried employees and do not discriminate
in favor of our executive officers or to the extent already
discussed under “Nonqualified Deferred Compensation
Fiscal 2024” above.
The discussion of equity awards in each scenario includes
nonqualified stock options outstanding as of the end of
2024; RSUs outstanding as of the end of 2024 awarded to
each of Ms. Dilts and Mr. Deckard in 2022 and 2023 prior to
their promotions to Executive Vice President; Mr. Vasos’s
2023 NED RSUs outstanding as of the end of 2024; and
PSUs awarded in 2022 (“2022 PSUs”), 2023 (“2023 PSUs”)
and 2024 (“2024 PSUs” and, collectively with the 2022
PSUs and the 2023 PSUs, the “PSUs”). In all scenarios
discussed below, stock options may not be exercised any
later than the 10th anniversary of the grant date. All equity
awards discussed below were awarded under our 2021
Stock Incentive Plan except for stock options awarded on
or prior to May 25, 2021, which were awarded under our
Amended and Restated 2007 Stock Incentive Plan.
Outstanding Pre-2023 Awards to
Mr. Vasos
Mr. Vasos retired on April 2, 2023 (the “Retirement Date”).
The unvested and vested stock options and unvested PSUs
awarded to Mr. Vasos prior to the Retirement Date that
remained outstanding or subject to clawback pursuant to
a special clawback provision as of the end of 2024 are
referred to as “Pre-2023 Awards.” Our subsequent rehiring
of Mr. Vasos on October 12, 2023, did not impact vesting
or exercisability provisions of any outstanding Pre-2023
Awards.
The vesting, exercisability and forfeiture provisions
applicable to an “early retirement” (as defined in the
governing agreements) were triggered on the Retirement
Date with respect to the stock options awarded to Mr. Vasos
in March 2020 (“2020 Options”) and March 2021 (“2021
Options”) and the 2021 PSUs awarded to Mr. Vasos. In
connection with Mr. Vasos’s retirement, he agreed in writing
to provide reasonable transition services to our Board of
Directors and the CEO for 24 months under a consulting
agreement effective on his Retirement Date (the “Consulting
Agreement”) and to extend the “restricted period” of the
business protection provisions (the “Early Retirement
Business Protection Provisions”) in Sections 16 through 20
of his employment agreement with the Company effective
June 3, 2021, as amended effective November 1, 2022 (the
“2021 Employment Agreement”), from two years to
three years. All references to an employment agreement
for Mr. Vasos in “Potential Payments Upon Termination or
Change in Control” that do not use the defined term “2021
Employment Agreement” are referring to the employment
agreement between Mr. Vasos and the Company effective
October 12, 2023. With respect to the stock options
awarded to Mr. Vasos in March 2022 (“2022 Options”) and
the 2022 PSUs, the vesting, exercisability and forfeiture
provisions applicable to “retirement” (as defined in the
governing agreement) were triggered on his Retirement
Date.
Mr. Vasos did not receive annual equity awards in 2023 and
2024, although he did receive a one-time award of
nonqualified stock options upon his rehire in October 2023
(the “2023 Rehire Options”). For readability, the accelerated
vesting and payment (and, for stock options, exercisability)
provisions that apply to the Pre-2023 Awards are
described immediately below, while the provisions of the
2023 Rehire Options and 2023 NED RSUs are discussed
within (and discussion of the Pre-2023 Awards are excluded
from) the remaining sections of this “Potential Payments
Upon Termination or Change in Control” which follow this
“Outstanding Pre-2023 Awards to Mr. Vasos” section.
• The outstanding unvested 2021 Options remained
outstanding following the Retirement Date and become
vested and exercisable on the scheduled vesting dates as
if no such retirement had occurred. If: (1) Mr. Vasos
violates any of the Early Retirement Business Protection
Provisions following the Retirement Date, any unvested
2021 Options shall instead terminate and be forfeited and
any portion of the 2020 Options and the 2021 Options
that vested following the Retirement Date shall
immediately be forfeited and subject to clawback
pursuant to a special clawback provision; (2) Mr. Vasos
dies or incurs a disability (as defined in the governing
agreement) following the Retirement Date, any unvested
2021 Options shall instead become immediately vested
and exercisable upon his death or disability; or (3) a
change in control (as defined in the governing agreement)
occurs following the Retirement Date, any unvested
2021 Options shall instead become immediately vested
and exercisable upon such change in control. Mr. Vasos
may exercise the 2020 Options and, to the extent
vested and exercisable, the 2021 Options at any time
before the fifth anniversary of the Retirement Date.
• The 2022 PSUs subject to the three-year Adjusted ROIC
performance goal (“2022 Adjusted ROIC PSUs”) were
not earned based on performance during the
performance period. Accordingly, at the end of 2024, the
pro-rata portion of the unvested 2022 Adjusted ROIC
PSUs that remained outstanding following the Retirement
Date were forfeited.
• Any 2021 PSUs that vested following the Retirement
Date and that have already been paid shall immediately
be forfeited and subject to clawback pursuant to a special
clawback provision if we become aware of a violation
by Mr. Vasos following his Retirement Date of any of the
Early Retirement Business Protection Provisions.
• A pro-rata portion (based on months employed during
the applicable performance period prior to the Retirement
Date) of the outstanding unvested 2022 PSUs subject
EXECUTIVE COMPENSATION
2025 Proxy Statement
37

to the three-year Adjusted ROIC performance goal
became vested and nonforfeitable as of the end of 2024
to the extent earned based on performance during the
performance period and, to the extent earned, will be
paid in 2025.
• In addition to the special clawback provisions described
above, Mr. Vasos’s rights, payments and benefits with
respect to the Pre-2023 Award shall be subject to any
reduction, cancellation, forfeiture or recoupment, in whole
or in part, upon the occurrence of certain specified
events, as may be required by any applicable law, rule or
regulation, by any applicable national exchange, or by
a separate Dollar General clawback or recoupment policy.
Payments Upon Termination Due to
Death or Disability
Equity Awards
If a named executive officer’s employment with us
terminates due to death or disability (as defined in the
governing agreement):
• Stock Options. Outstanding unvested stock options
become immediately vested and exercisable with respect
to 100% of the underlying shares immediately prior to
such event and may be exercised until the first anniversary
of the event.
• Restricted Stock Units. Mr. Vasos’s 2023 NED RSUs,
which vested during 2024 but are not yet payable due to
a prior deferral election by Mr. Vasos, will be paid
immediately if Mr. Vasos ceases to serve on the Board
due to any reason, including due to his death or disability.
Additionally, Ms. Dilts’s and Mr. Deckard’s outstanding
unvested RSUs become immediately and fully vested and
nonforfeitable upon the date of death or disability
termination and will be paid, in the event of death, within
90 days following the date of death and, in the event of
a disability termination, six months and one day following
the date of the disability termination or, if she or he
dies after the disability termination but prior to such
payment, such RSUs will be paid upon the earlier of
six months and one day following the date of the disability
termination or 90 days following the date of death.
• Performance Share Units. Unearned or unvested PSUs
are forfeited and cancelled on the termination date or the
last day of the performance period, as applicable,
except that (1) if the termination occurs on or after the
end of the applicable one-year or three-year performance
period associated with the 2022 PSUs, the 2023 PSUs
and the 2024 PSUs but before an applicable vesting date,
the associated earned but unvested PSUs shall become
vested and nonforfeitable as of the termination date but
be paid at the same time as if no termination had
occurred; (2) for the 2024 PSUs, if the termination occurs
before the end of the one-year performance period, a
pro-rata portion (based on months employed during the
performance period) of one-third of the 2024 PSUs
subject to the one-year Adjusted EBITDA performance
goal (the “2024 Adjusted EBITDA PSUs”) earned based
on performance during such performance period shall
become vested and nonforfeitable as of the end of such
performance period and be paid at the same time as if
no termination had occurred; and (3) for the 2022 PSUs,
the 2023 PSUs and the 2024 PSUs, if the termination
occurs before the end of the applicable three-year
performance period, a pro-rata portion (based on months
employed during the applicable performance period)
of the associated PSUs, in each case subject to the three-
year Adjusted ROIC performance goal, and earned
based on performance during the applicable performance
period, shall become vested and nonforfeitable as of
the end of such applicable performance period and be
paid at the same time as if no termination had occurred.
See “Payments After a Change in Control” for a
discussion of treatment of the PSUs if a disability
termination occurs within two years following a change
in control.
Other Payments
In the event of a named executive officer’s death (provided
the cause of death is not excluded from eligibility under
the applicable program), the beneficiary will receive
(1) payments under our group life insurance program in an
amount, up to a maximum of $4 million, equal to 2.5 times
the officer’s annual base salary and (2) in the event of death
prior to the date on which the Teamshare bonus payment,
if any, is paid to all eligible employees for a given fiscal year,
payment (prorated when applicable based on the number
of days employed during the performance period) for the
officer’s incentive bonus earned for that fiscal year under
the terms of our Teamshare program (which otherwise
generally requires a participant to remain employed through
the end of the performance period and on the payment
date to receive the bonus payment). In addition, in the event
of disability (as defined in the governing agreement), a
named executive officer will receive 60% of covered monthly
earnings up to a $20,000 monthly benefit under our
long-term disability insurance program. In the event of
death or disability (as defined in the CDP/SERP Plan), a
named executive officer’s CDP/SERP Plan benefit will be
payable in a lump sum within 60 days after the end of the
calendar quarter in which such termination event occurs,
provided that we may delay payment in the event of
disability until as soon as reasonably practicable after
receipt of the disability determination by the Social Security
Administration. Depending upon the cause of death or
loss suffered, a named executive officer may also be eligible
to receive payment of up to $50,000 under our group
accidental death and dismemberment program.
Payments Upon Termination Due to
Retirement
Except as provided below with respect to equity awards,
we do not treat retirement differently from any other
voluntary termination of employment without good reason
(as discussed below under “Payments Upon Voluntary
Termination”) under our plans or agreements for named
executive officers. In the event of retirement on or after
reaching a minimum age (age 55 for equity awards
beginning in 2021; otherwise age 62) and achieving five
EXECUTIVE COMPENSATION
38
2025 Proxy Statement

consecutive years of service with us, provided that the
sum of the officer’s age plus years of service equals a
specified minimum (at least 65 for equity awards beginning
in 2021; otherwise at least 70) and that there is no basis
to terminate the officer with cause (as defined in the
governing agreement) (collectively, “Normal Retirement”):
• Stock Options. Other than the 2023 Rehire Options
awarded to Mr. Vasos, the portion of the outstanding
unvested stock options that would have become vested
and exercisable within the one-year period following
the Normal Retirement date if the officer had remained
employed with us shall remain outstanding following the
Normal Retirement date and become vested and
exercisable on the anniversary of the grant date (for
options awarded prior to 2024) or on the April 1 (for
options awarded beginning in 2024) that falls within the
one-year period following the Normal Retirement date.
However, if during such one-year period the officer
(1) incurs a disability (as defined in the governing
agreement), such portion shall instead become
immediately vested and exercisable upon such disability,
but only for stock options awarded prior to 2021; or
(2) dies, such portion shall instead become immediately
vested and exercisable upon such death. Otherwise,
except for the 2023 Rehire Options awarded to Mr. Vasos,
any option which is unvested and unexercisable on the
Normal Retirement date shall immediately expire without
payment. The officer may exercise the option to the
extent vested and exercisable any time before the fifth
anniversary of the Normal Retirement date. See
“Voluntary Termination Before Appointment of Successor
CEO” or “Voluntary Termination On or After Appointment
of Successor CEO” for a discussion of the treatment of
the 2023 Rehire Options if Mr. Vasos voluntary terminates
his employment.
• Restricted Stock Units. See “Termination of Board
Service” for a discussion of the treatment of the 2023
NED RSUs upon any termination of Board service by
Mr. Vasos. Additionally, the one-third of Ms. Dilts’s and
Mr. Deckard’s outstanding RSUs that would have become
vested and nonforfeitable on the next vesting date if
she or he had remained employed through such date will
become vested and nonforfeitable upon such Normal
Retirement date (provided that if the Normal Retirement
occurs on a vesting date no accelerated vesting will
occur, but rather she or he shall be entitled only to the
portion of the RSUs that were scheduled to vest on such
vesting date) and will be paid six months and one day
following the Normal Retirement date or, if she or he dies
prior to such payment, such RSUs will be paid upon the
earlier of (1) 90 days following the date of death or
(2) six months and one day following the Normal
Retirement date.
• Performance Share Units. With the exception outlined
below, the vesting and payment of the PSUs in a Normal
Retirement scenario before the end of the applicable
one-year or three-year performance period and on or
after the end of such periods is identical to the vesting
and payment in the death and disability scenarios
discussed above for the PSUs during these respective
time periods. However, if the Normal Retirement occurs
on or after the end of the one-year performance period
but before an applicable vesting date, the one-third of
any earned 2022 PSUs subject to the one-year Adjusted
EBITDA performance goal, 2023 PSUs subject to the one-
year Adjusted EBITDA performance goal, and 2024
Adjusted EBITDA PSUs, in each case that would have
become vested on the next vesting date shall become
vested and nonforfeitable as of the Normal Retirement
date but be paid at the same time as if no retirement had
occurred. Otherwise, any unearned or unvested PSUs
shall be forfeited and cancelled on the Normal Retirement
date or the last day of the performance period, as
applicable. See “Payments After a Change in Control” for
a discussion of treatment of the PSUs if a named
executive officer terminates employment due to Normal
Retirement within two years following a change in
control.
Payments Upon Voluntary Termination
The payments to be made upon other voluntary termination
of employment scenarios vary depending upon whether
the resignation occurs with or without “good reason” (as
defined in the governing agreement) or after our failure to
offer to renew, extend or replace the applicable employment
agreement under certain circumstances, or, solely with
respect to Mr. Vasos, whether the resignation occurs before,
or on or after, the appointment of a successor CEO to
Mr. Vasos (“Successor CEO”) for the 2023 Rehire Options.
Voluntary Termination with Good Reason or After
Failure to Renew the Employment Agreement
If a named executive officer (other than Mr. Vasos) resigns
with good reason or under the circumstances described
in (2) below, he or she will forfeit all then unvested equity
awards and generally may exercise any outstanding vested
options up to 90 days following the resignation date. See
“Voluntary Termination Before Appointment of Successor
CEO” or “Voluntary Termination On or After Appointment
of Successor CEO” for a discussion of the treatment of
the 2023 Rehire Options upon resignation of Mr. Vasos from
employment with the Company. See “Payments After a
Change in Control” for a discussion of the treatment of
equity awards if a named executive officer resigns with
good reason within two years following a change in control.
See “Termination of Board Service” for a discussion of the
treatment of the 2023 NED RSUs upon resignation of
Mr. Vasos from the Board.
If a named executive officer resigns (1) with good reason
after giving 30 days written notice (90 days for Mr. Vasos);
or (2) except for Mr. Vasos, within 60 days of our failure
to offer to renew, extend or replace his or her employment
agreement before, at or within six months after the end
of the agreement’s term (unless we enter into a mutually
acceptable severance arrangement or the resignation is a
result of the officer’s retirement or termination other than
for good reason), then in each case, as applicable, the
officer will receive the following benefits generally on or
beginning on the 60th day after termination of employment
but contingent upon the execution and effectiveness of a
EXECUTIVE COMPENSATION
2025 Proxy Statement
39

release of certain claims in the form attached to the
employment agreement:
• Continuation of base salary, generally as in effect
immediately before the termination, for 24 months
payable in accordance with our normal payroll cycle and
procedures.
• A lump sum payment of: (1) for Mr. Vasos, two times the
amount of his annual target bonus under our annual
bonus program in respect of the fiscal year in which his
termination occurs; and (2) for each other named
executive officer, two times the amount of the
average percentage of target bonus paid to such officer
under our annual bonus program with respect to our
two most recently completed fiscal years (not including
a completed fiscal year for which financial performance
has not yet been certified) for which annual bonuses
have been paid to executives under such program
multiplied by such officer’s (A) target bonus level and
(B) base salary (in each case, as applicable as of the date
immediately preceding the employment termination or,
if the termination is for good reason due to the reduction
of the officer’s target bonus level or base salary, then
his or her target bonus level and base salary applicable
immediately prior to such reduction). If no bonus was
paid to such officer with respect to one or both of the
applicable fiscal years due to Dollar General’s
performance or to individual performance (as opposed
to ineligibility due to length of employment), then such
bonus amount shall be zero in calculating the average.
If the named executive officer was not eligible for a bonus
with respect to one of the two applicable fiscal years
due to length of employment, then such amount shall be
calculated based upon the percentage of target bonus
to such officer for the applicable fiscal year for which a
bonus was paid. If no bonus was paid to the named
executive officer with respect to the applicable fiscal years
due to length of employment, then no such amount
shall be paid.
• Mr. Vasos also will receive a lump sum payment, payable
when annual bonuses are paid to our other executives,
of a pro-rata portion of the annual bonus, if any, that he
would have been entitled to receive for the fiscal year of
termination, if such termination had not occurred,
based on our performance for the fiscal year in which
his employment terminates, multiplied by a fraction, the
numerator of which is the number of days during which
he was employed by us in the fiscal year and the
denominator of which is 365.
• A lump sum payment of two times our annual
contribution that would have been made in respect of
the plan year in which such termination occurs for the
named executive officer’s participation in our pharmacy,
medical, dental and vision benefits programs.
• Reasonable outplacement services until the earlier of
one year or subsequent employment.
Any amounts owed to a named executive officer in the
form of salary continuation that would otherwise have been
paid during the 60-day period after termination will
instead be payable in a single lump sum on the 60th day
after such termination and the remainder will be paid in the
form of salary continuation payments over the remaining 24-
month period as set forth above.
In certain cases, some or all of the payments and benefits
provided on termination of employment may be delayed for
six months following termination to comply with the
requirements of Section 409A of the Internal Revenue
Code. Any payment required to be delayed would be paid
at the end of the six-month period in a lump sum, and any
payments due after the six-month period would be paid
at the normal payment date provided for under the
applicable employment agreement.
To the extent permitted by law, if we reasonably believe a
named executive officer engaged in conduct during
employment that would have resulted in termination for
cause, any unpaid severance amounts under the applicable
employment agreement may be forfeited and we may
seek to recover any severance amounts paid under the
applicable employment agreement.
The named executive officer will forfeit any unpaid
severance amounts, and we retain any other rights we
have available under law or equity, upon a material breach
of any continuing obligation under the applicable
employment agreement or the release, which include the
following business protection provisions (the “Business
Protection Provisions”):
• Such officer must maintain the confidentiality of, and
refrain from disclosing, disposing of, or using our (a) trade
secrets for any period of time as the information remains
a trade secret under applicable law and (b) confidential
information for a period of two years (three years in the
case of Mr. Vasos) following the termination date (as
applicable, the “Restricted Period”).
• For the Restricted Period, such officer may not accept,
obtain or work in a “competitive position” in states within
the United States or in those countries outside of the
United States in which we maintain stores at the time of
his or her termination or in those states or countries in
which we have specific and demonstrable plans at the
time of his or her termination to open stores within
six months after his or her termination date and about
which he or she was aware at the time of termination.
“Competitive position” includes any employment,
consulting, advisory, directorship, agency, promotional
or independent contractor arrangement between the
named executive officer and any person or entity
engaged wholly or in material part in the business in
which we are engaged (i.e., the discount consumables
basics or general merchandise retail business), including
but not limited to those entities identified in the
applicable employment agreement, or any person or
entity then attempting or planning to enter the discount
consumable basics retail business, in either case if such
officer is required to perform services on behalf of or for
the benefit of such person or entity which are
substantially similar to those he or she provided or
directed at any time while employed by us.
• For the Restricted Period, such officer may not recruit,
solicit or induce any of our exempt employees (including
those who had been our exempt employees within the
EXECUTIVE COMPENSATION
40
2025 Proxy Statement

last six months of such officer’s employment) to leave
our employ and may not solicit, contact, call upon or
communicate with anyone who has a business
relationship with us at such officer’s termination date
and with whom such officer had contact while employed
by us if it would likely interfere with or cause a
diminution in our business relationships or result in an
unfair competitive advantage over us.
In addition, each named executive officer’s rights, payments
and benefits with respect to any incentive compensation
(whether cash or equity) shall be subject to any reduction,
cancellation, forfeiture or recoupment, in whole or in
part, upon the occurrence of certain specified events, as
may be required by any applicable law, rule or regulation, by
any applicable national exchange, or by a separate Dollar
General clawback or recoupment policy.
Voluntary Termination without Good Reason
If a named executive officer (other than Mr. Vasos)
otherwise resigns without good reason, he or she will
forfeit all then unvested equity awards and generally may
exercise any outstanding vested options up to 90 days
following the resignation date. See “Voluntary Termination
Before Appointment of Successor CEO” or “Voluntary
Termination On or After Appointment of Successor CEO”
for a discussion of the treatment of the 2023 Rehire Options
upon Mr. Vasos’s resignation of employment with the
Company. See “Termination of Board Service” for a
discussion of the treatment of the 2023 NED RSUs upon
Mr. Vasos’s resignation from the Board.
With respect to Mr. Vasos, if he voluntarily resigns without
good reason on or after the appointment of a Successor
CEO but contingent upon the execution and effectiveness
of a release of certain claims in the form attached to his
employment agreement, he will receive a lump sum
severance benefit under the employment agreement,
payable at such time as annual bonuses are paid to other
senior executives of the Company and subject to
achievement of applicable performance criteria, of an
amount equal to the annual bonus, if any, that he would
have been entitled to receive (on a non-prorated basis)
under our annual bonus program for the fiscal year of
termination, if such termination had not occurred.
Voluntary Termination Before Appointment of
Successor CEO
Solely with respect to the 2023 Rehire Options awarded to
Mr. Vasos, in the event Mr. Vasos voluntarily resigns his
employment prior to the appointment of a Successor CEO
(as defined in the governing agreement) and prior to
vesting, the unvested 2023 Rehire Options shall immediately
expire without payment and, if Mr. Vasos voluntarily
terminates his employment prior to the appointment of a
Successor CEO and after vesting, Mr. Vasos will have
five years from his voluntary termination date to exercise
his vested 2023 Rehire Options. See “Payments After a
Change in Control” for a discussion of the treatment of the
2023 Rehire Options if Mr. Vasos resigns with good reason
within two years following a change in control.
Voluntary Termination On or After Appointment of
Successor CEO
Solely with respect to the 2023 Rehire Options awarded to
Mr. Vasos, in the event Mr. Vasos voluntarily resigns his
employment for any reason on or at any time following the
appointment of a Successor CEO, provided such
termination is without “cause” (as defined in the governing
agreement) and other than a “qualifying termination” (as
defined in the governing agreement) (“Successor
Appointment Termination”), the 2023 Rehire Options will
remain outstanding and will become 100% vested and
exercisable on the first anniversary of the Successor
Appointment Termination date (unless the unaccelerated
vesting date occurs before such anniversary while the 2023
Rehire Options are outstanding), provided that: (1) if we
request that he enter into a written agreement with us to
provide reasonable consulting services to our Board of
Directors and the Successor CEO for up to a period of time
following the Successor Appointment Termination date
that does not extend beyond October 12, 2027, and he fails
to enter into such written agreement within 30 days, then
the unvested 2023 Rehire Options will immediately
terminate and be forfeited; (2) if he dies following the date
of the Successor Appointment Termination, then any
unvested 2023 Rehire Options will become immediately
vested and exercisable upon his death; or (3) if a “change
in control” (as defined in the governing agreement) occurs
following the date of the Successor Appointment
Termination, then any unvested 2023 Rehire Options will
become immediately vested and exercisable upon such
change in control. However, if we become aware of a
violation by Mr. Vasos following the Successor Appointment
Termination date of any of the Business Protection
Provisions under the applicable employment agreement,
any portion of the 2023 Rehire Options that vested following
the Successor Appointment Termination date (unless the
unaccelerated vesting date occurred prior the first
anniversary following the Successor Appointment
Termination date) shall immediately be forfeited and
subject to clawback pursuant to a special clawback
provision and any unvested portion of the 2023 Rehire
Options shall immediately expire without payment.
Mr. Vasos will have until the fifth anniversary of the date of
his Successor Appointment Termination to exercise
outstanding vested 2023 Rehire Options. For any unvested
2023 Rehire Options that vest following a Successor
Appointment Termination (unless the unaccelerated vesting
date occurred prior the first anniversary following the
Successor Appointment Termination date), any shares
acquired upon exercise of such portion of the 2023 Rehire
Options (other than shares used to pay the exercise price or
to satisfy tax withholding) shall be held and not sold until
October 12, 2027, provided this holding requirement does
not apply if Mr. Vasos later dies or if there is a later change
in control. See “Payments After a Change in Control” for a
discussion of treatment of the 2023 Rehire Options if
Mr. Vasos resigns with good reason within two years
following a change in control.
See “Voluntary Termination without Good Reason” for a
discussion of the severance benefits that are payable for a
EXECUTIVE COMPENSATION
2025 Proxy Statement
41

resignation from employment by Mr. Vasos on or after
appointment of a Successor CEO.
Termination of Board Service
Solely with respect to the 2023 NED RSUs awarded to
Mr. Vasos, which vested during 2024 but are not yet payable
due to a prior deferral election by Mr. Vasos, the 2023
NED RSUs will be paid immediately if Mr. Vasos ceases to
serve on the Board for any reason.
Payments Upon Involuntary Termination
The payments to be made to a named executive officer
upon involuntary termination of employment vary
depending upon whether termination is with or without
“cause” (as defined in the governing agreement), and solely
with respect to Mr. Vasos, if such involuntary termination
occurs before, on or after the appointment of a Successor
CEO.
Involuntary Termination with Cause
Upon an involuntary termination with cause, a named
executive officer will forfeit all unvested equity awards, all
vested but unpaid PSUs, and all vested but unexercised
options.
Involuntary Termination without Cause
Upon an involuntary termination without cause, a named
executive officer (other than Mr. Vasos):
• Will forfeit all then unvested equity awards.
• Generally may exercise any outstanding vested options
up to 90 days following the termination date.
• Will receive the same severance payments and benefits
on the same terms and conditions as described under
“Voluntary Termination with Good Reason or After
Failure to Renew the Employment Agreement” above.
With respect to Mr. Vasos, upon an involuntary termination
without cause that occurs (1) on or after the appointment
of a Successor CEO, Mr. Vasos will receive the same benefits
on the same terms and conditions as are described in
“Voluntary Termination On or After Appointment of
Successor CEO;” (2) prior to the appointment of a
Successor CEO and prior to vesting, the unvested 2023
Rehire Options shall immediately expire without payment;
and (3) prior to the appointment of a Successor CEO and on
or after vesting, Mr. Vasos will have 90 days from
termination to exercise his vested 2023 Rehire Options.
See “Payments After a Change in Control” for a discussion
of the treatment of equity awards if a named executive
officer is involuntarily terminated without cause within
two years following a change in control.
Upon an involuntary termination of employment without
cause prior to the appointment of a Successor CEO but
contingent upon the execution and effectiveness of a release
of certain claims in the form attached to his employment
agreement, Mr. Vasos will receive the same severance
payments and benefits on the same terms and conditions
as described in “Voluntary Termination with Good Reason
or After Failure to Renew the Employment Agreement.”
However, if Mr. Vasos’s employment is terminated without
cause on or after the appointment of a Successor CEO but
contingent upon the execution and effectiveness of a
release of certain claims in the form attached to the
employment agreement, he will receive a lump sum
severance benefit, payable at such time as annual bonuses
are paid to our other senior executives and subject to
achievement of applicable performance criteria, of an
amount equal to the annual bonus, if any, that he would
have been entitled to receive (on a non-prorated basis)
under our annual bonus program for the fiscal year of
termination if such termination had not occurred.
Payments After a Change in Control
Equity Awards
With respect to PSUs, if a change in control (as defined in
the governing agreement) occurs on or before the end of an
applicable performance period, and the named executive
officer has remained continuously employed until the
change in control, the target number of the applicable
unvested PSUs shall be deemed earned but otherwise
continue to be subject to the service and payment
provisions, including applicable pro-ration requirements, of
the applicable award agreement, unless the officer
experiences a “qualifying termination.” A change in control
that occurs after the end of an applicable performance
period with respect to PSUs, or that occurs at any time with
respect to stock options, including the 2023 Rehire
Options, or Ms. Dilts’s and Mr. Deckard’s RSUs, will have no
effect upon any such PSUs, stock options or RSUs unless
the named executive officer experiences a “qualifying
termination.”
Upon a named executive officer’s “qualifying termination,”
which includes involuntary termination (including, with
respect to the PSUs, due to a disability termination) without
cause or resignation with good reason (unless cause to
terminate exists), in each case as defined in the governing
agreement, as well as voluntary resignation due to Normal
Retirement (unless cause to terminate exists) in the case
of PSUs, in each case within two years after a change in
control (provided that the officer was continuously
employed by us until the change in control): (1) all of his
or her outstanding unvested options, including the 2023
Rehire Options, will immediately vest and become
exercisable as to 100% of the shares underlying such
options on the termination date, and the officer may
exercise any outstanding vested options up to three years
following the termination date; (2) all of Ms. Dilts’s and
Mr. Deckard’s outstanding RSUs will become vested and
nonforfeitable and will be paid six months and one day
following the qualifying termination date or, if she or he dies
prior to such payment, such RSUs will be paid upon the
earlier of (A) 90 days following the date of death or
(B) six months and one day following the qualifying
termination date; and (3) all of his or her previously earned,
or deemed earned, but unvested PSUs that have not been
previously forfeited will immediately vest, become
EXECUTIVE COMPENSATION
42
2025 Proxy Statement

nonforfeitable and be paid on the termination date (or the
previously scheduled applicable vesting date if earlier)
subject to a six-month delay if applicable to comply with
Section 409A of the Internal Revenue Code.
With respect to Mr. Vasos’s 2023 NED RSUs, which vested
during 2024 but are not yet payable due to a prior deferral
election by Mr. Vasos, if a change in control (as defined in
the governing agreement) occurs while Mr. Vasos is a
member of the Board, the 2023 NED RSUs shall be paid
upon the change in control.
Other Payments
In the event of a change in control as defined in
Section 280G of the Internal Revenue Code, each named
executive officer’s employment agreement provides for
capped payments (taking into consideration all payments
and benefits covered by such Section 280G) of $1 less than
the amount that would trigger the “golden parachute”
excise tax under federal income tax rules (the “excise tax”)
unless he or she signs a release and the after-tax benefit
would be at least $50,000 more than it would be without
capping the payments. In such case, such officer’s payments
and benefits would not be capped and he or she would
be responsible for the excise tax payment. We would not
pay any additional amount to cover the excise tax. The
tables below reflect the uncapped amounts, subject to
reduction in the circumstances described in this paragraph.
Potential Payments to Named Executive Officers Upon Occurrence of Various
Termination Events or Change in Control as of January 31, 2025
The following tables reflect potential payments to (1) Mr. Vasos; and (2) each of Mss. Dilts, E. Taylor and R. Taylor and
Mr. Deckard, in each case in various termination and change in control scenarios based on compensation, benefit and equity
levels in effect on, and assuming the scenario was effective as of, January 31, 2025. For stock valuations, we have used
the closing price of our stock on the NYSE on January 31, 2025 ($71.06). The tables omit columns for any scenario that
would not result in payments to any of the applicable named executive officers. The tables below report only amounts that
are increased, accelerated or otherwise paid or owed as a result of the applicable scenario and, as a result, exclude
earned but unpaid base salary through the employment termination date and equity awards, CDP/SERP Plan benefits,
and Mr. Vasos’s non-employee director cash deferral and 2023 NED RSUs deferral account balances, in each case that had
vested prior to the event. For more information regarding the CDP/SERP Plan benefits and Mr. Vasos’s non-employee
director cash deferral and 2023 NED RSUs deferral, see “Nonqualified Deferred Compensation Fiscal 2024” above. The tables
also exclude any amounts that are available generally to all salaried employees and do not discriminate in favor of our
executive officers. The amounts shown are merely estimates. We cannot determine actual amounts to be paid until a
termination or change in control scenario occurs.
Potential Payments to Mr. Vasos
Item
Death
($)(1)
Disability
($)(1)
Before
Appointment
of Successor
CEO
Involuntary
Without
Cause or
Voluntary
With
Good Reason
($)
Voluntary
With Good
Reason On
or After
Appointment
of Successor
CEO
($)
On or After
Appointment
of Successor
CEO
Voluntary
Without Good
Reason or
Involuntary
Without
Cause
($)
Change in
Control With
Qualifying
Termination
or After
2023
Retirement
($)
Cash Severance
214,849
n/a
7,000,000
7,000,000
214,849
7,214,849
Health Payment
n/a
n/a
32,851
32,851
n/a
32,851
Outplacement(2)
n/a
n/a
14,900
14,900
n/a
14,900
Life Insurance Proceeds
3,500,000
n/a
n/a
n/a
n/a
n/a
Total
3,714,849
—
7,047,751
7,047,751
214,849
7,262,600
(1)
In addition to the amounts reported above, depending upon the cause of death or loss suffered, Mr. Vasos may also be eligible to receive payment of
up to $50,000 under our group accidental death and dismemberment program.
(2)
Estimated based on information provided by our outplacement services provider.
EXECUTIVE COMPENSATION
2025 Proxy Statement
43

Potential Payments to Mss. Dilts, E. Taylor and R. Taylor and Mr. Deckard
Name/Item
Death
($)(1)
Disability
($)(1)
Retirement
($)(2)
Involuntary
Without
Cause or
Voluntary
With Good
Reason
($)
Change in
Control With
Qualifying
Termination
($)(3)
Ms. Dilts
Equity Vesting Due to Event(4)
143,186
143,186
n/a
n/a
410,585
Cash Severance
58,700
n/a
n/a
2,507,670
2,507,670
Health Payment
n/a
n/a
n/a
32,407
32,407
Outplacement(5)
n/a
n/a
n/a
14,900
14,900
Life Insurance Proceeds
1,913,000
n/a
n/a
n/a
n/a
Total
2,114,886
143,186
n/a
2,554,977
2,965,562
Ms. E. Taylor
Equity Vesting Due to Event(4)
170,686
170,686
n/a
n/a
519,733
Cash Severance
63,227
n/a
n/a
2,389,600
2,389,600
Health Payment
n/a
n/a
n/a
32,751
32,751
Outplacement(5)
n/a
n/a
n/a
14,900
14,900
Life Insurance Proceeds
2,060,000
n/a
n/a
n/a
n/a
Total
2,293,913
170,686
n/a
2,437,251
2,956,984
Ms. R. Taylor
Equity Vesting Due to Event(4)
170,686
170,686
170,686
n/a
519,733
Cash Severance
57,299
n/a
n/a
2,165,575
2,165,575
Health Payment
n/a
n/a
n/a
32,751
32,751
Outplacement(5)
n/a
n/a
n/a
14,900
14,900
Life Insurance Proceeds
1,867,000
n/a
n/a
n/a
n/a
Total
2,094,985
170,686
170,686
2,213,226
2,732,959
Mr. Deckard
Equity Vesting Due to Event(4)
107,158
107,158
91,454
n/a
374,557
Cash Severance
53,712
n/a
n/a
2,294,600
2,294,600
Health Payment
n/a
n/a
n/a
32,751
32,751
Outplacement(5)
n/a
n/a
n/a
14,900
14,900
Life Insurance Proceeds
1,750,000
n/a
n/a
n/a
n/a
Total
1,910,870
107,158
91,454
2,342,251
2,716,808
(1)
In addition to the amounts reported above, depending upon the cause of death or loss suffered, a named executive officer may also be eligible to
receive payment of up to $50,000 under our group accidental death and dismemberment program.
(2)
Ms. R. Taylor and Mr. Deckard meet the Normal Retirement requirements with respect to their 2021, 2022, 2023 and 2024 equity awards. None of the
remaining named executive officers listed in the table were eligible for retirement on January 31, 2025.
(3)
Reflects the value of accelerated equity vesting upon a “qualifying termination” after a change in control under the applicable award agreement, as
well as the value of payments and benefits provided under the applicable employment agreement for involuntary termination without cause or voluntary
termination with good reason with or without a change in control, which are types of “qualifying termination.”
(4)
For the portion of PSUs that are subject to performance for periods ending after January 31, 2025, the value included in the Death, Disability and
Retirement columns assumes a threshold payout of 50% for each of the 2023 PSUs and 2024 PSUs, prorated for a death, disability or retirement
termination scenario occurring on January 31, 2025.
(5)
Estimated based on information provided by our outplacement services provider.
EXECUTIVE COMPENSATION
44
2025 Proxy Statement

Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of
Regulation S-K, we are providing the following information about the relationship between executive compensation actually
paid and certain of our financial performance. For further information concerning our variable pay-for-performance
philosophy and how we align executive compensation with our performance, refer to “Compensation Discussion and
Analysis.”
Value of Initial Fixed $100
Investment Based on:
Year
Summary
Compensation
Table Total
for
CEO
Todd J. Vasos
($)
Summary
Compensation
Table Total
for
Former CEO
Jeffery C. Owen
($)
Compensation
Actually
Paid to CEO
Todd J. Vasos
($)(1)
Compensation
Actually
Paid to Former CEO
Jeffery C. Owen
($)(1)
Average
Summary
Compensation
Table Total
for
Non-CEO
Named
Executive
Officers
($)(2)
Average
Compensation
Actually Paid
to Non-CEO
Named
Executive
Officers
($)(1)(2)
Total
Shareholder
Return
($)(3)
Peer Group
Total
Shareholder
Return
($)(4)
Net
Income
($)(5)
Adjusted
EBIT
($)(6)
2024
2,152,357
—
(5,684,648)
—
3,008,473
657,061
49.38
222.95
1,125,253,000
1,863,111,000
2023
8,980,117
6,912,197
(2,056,638)
(24,320)
2,255,670
(464,265)
92.43
159.96
1,661,274,000
2,597,313,000
2022
15,621,406
12,032,684
34,630,029
15,272,360
3,512,266
6,376,349
152.34
141.50
2,415,989,000
3,590,529,000
2021
16,618,873
—
30,774,890
—
3,891,597
6,426,452
135.23
139.54
2,399,232,000
3,455,592,000
2020
16,452,823
—
51,714,395
—
3,991,825
8,861,693
127.80
117.55
2,655,050,000
3,630,107,000
(1)
Compensation Actually Paid reflects the value of equity calculated in accordance with the SEC methodology for determining Compensation Actually
Paid for each year shown. The equity award valuations used in these calculations are consistent with, and do not materially differ from, the Company’s
practice of equity award valuation at grant date. For the PSUs tied to adjusted ROIC performance, change in fair value is based on the Company’s estimate
of the probable outcome of the adjusted ROIC performance goal for the relevant performance period as of the last day of the relevant fiscal year. The
dollar amounts do not reflect the actual amounts of compensation earned by or paid to Messrs. Vasos or Owen or the actual average amount of
compensation earned by or paid to our other named executive officers as a group during the applicable year. To calculate Compensation Actually
Paid, the following amounts were deducted from and added to Summary Compensation Table total compensation:
CEO (Vasos) Summary Compensation Table Total to Compensation Actually Paid:
Year
Salary
($)
Stock and
Option
Awards
($)
Non-Equity
Incentive
Compensation
($)
All
Other
Compensation
($)(a)
Summary
Compensation
Table Total
($)
Deductions
from Summary
Compensation
Table Total
($)(b)
Additions to
Summary
Compensation
Table Total
($)(c)
Compensation
Actually
Paid
($)
2024
1,400,054
—
214,849
537,454
2,152,357
—
(7,837,005)
(5,684,648)
2023
652,461
7,952,550
—
375,106
8,980,117
(7,952,550)
(3,084,205)
(2,056,638)
2022
1,391,720 11,517,337
2,520,000
192,349
15,621,406
(11,517,337)
30,525,960
34,630,029
2021
1,350,052 10,418,597
4,544,529
305,695
16,618,873
(10,418,597)
24,574,614
30,774,890
2020
1,341,718
8,948,115
6,075,000
87,990
16,452,823
(8,948,115)
44,209,687
51,714,395
Former CEO (Owen) Summary Compensation Table Total to Compensation Actually Paid:
Year
Salary
($)
Stock and
Option
Awards
($)
Non-Equity
Incentive
Compensation
($)
All
Other
Compensation
($)(a)
Summary
Compensation
Table Total
($)
Deductions
from Summary
Compensation
Table Total
($)(b)
Additions to
Summary
Compensation
Table Total
($)(c)
Compensation
Actually
Paid
($)
2023
792,439 6,030,777
—
88,981
6,912,197
(6,030,777)
(905,740)
(24,320)
2022
962,310 9,629,223
1,344,299
96,852
12,032,684
(9,629,223)
12,868,899
15,272,360
Average Non-CEO Named Executive Officers Summary Compensation Table Total to Compensation Actually Paid (all amounts are averaged for each
component of each relative year):
Year
Salary
($)
Stock and
Option
Awards
($)
Non-Equity
Incentive
Compensation
($)
All
Other
Compensation
($)(a)
Summary
Compensation
Table Total
($)
Deductions
from Summary
Compensation
Table Total
($)(b)
Additions to
Summary
Compensation
Table Total
($)(c)
Compensation
Actually
Paid
($)
2024
755,393 2,098,180
58,235
96,666
3,008,473
(2,098,180)
(253,232)
657,061
2023
564,873 1,267,919
—
422,879
2,255,670
(1,267,919)
(1,452,017)
(464,265)
2022
711,643 2,004,911
675,264
120,448
3,512,266
(2,004,911)
4,868,994
6,376,349
2021
718,426 1,740,541
1,340,080
92,551
3,891,597
(1,740,541)
4,275,396
6,426,452
2020
634,595 1,620,602
1,353,871
382,757
3,991,825
(1,620,602)
6,490,470
8,861,693
(a)
Reflects “All Other Compensation” reported in the Summary Compensation Table for each year shown.
EXECUTIVE COMPENSATION
2025 Proxy Statement
45

(b)
Represents the grant date fair value of equity-based awards granted each year. We did not report a change in pension value for any of the years
reflected in this table, therefore a deduction from the Summary Compensation Table total related to pension value was not required.
(c)
Reflects the value of equity calculated in accordance with the SEC’s methodology for determining Compensation Actually Paid for each year
shown.
The following table includes supplemental data for the calculation resulting in the equity component of Mr. Vasos’s Compensation Actually Paid
for the periods indicated:
Year
Addition of Fair
Value of Current
Year Equity Awards
Unvested at
Fiscal Year End
($)
Addition of Change
in Fair Value of Prior
Years’ Equity Awards
Unvested at Fiscal
Year End
($)
Addition of Change
in Fair Value of Prior
Years’ Equity Awards That
Vested in Fiscal Year
($)
Equity Value
Included in
Compensation
Actually Paid
($)
2024
—
(9,971,297)
2,134,292
(7,837,005)
2023
12,092,500
(11,953,353)
(3,223,353)
(3,084,205)
2022
18,548,895
7,315,148
4,661,916
30,525,960
2021
20,063,063
2,900,588
1,610,963
24,574,614
2020
24,865,308
16,856,565
2,487,814
44,209,687
The following table includes supplemental data for the calculation resulting in the equity component of Mr. Owen’s Compensation Actually Paid
for the period indicated:
Year
Addition of Fair
Value of Current
Year Equity Awards
Unvested at
Fiscal Year End
($)
Addition of Change
in Fair Value of Prior
Years’ Equity Awards
Unvested at Fiscal
Year End
($)
Addition of Change
in Fair Value of Prior
Years’ Equity Awards That
Vested in Fiscal Year
($)
Equity Value
Included in
Compensation
Actually Paid
($)
2023
—
—
(905,740)
(905,740)
2022
10,142,910
1,682,984
1,043,005
12,868,899
The following table includes supplemental data for the calculation resulting in the equity component of the non-CEO named executive officers’
average Compensation Actually Paid for the periods indicated:
Year
Additions of Average
Fair Value of Current
Year Equity Awards
Unvested at
Fiscal Year End
($)
Additions of Average
Change in Fair Value of
Prior Years’ Equity Awards
Unvested at Fiscal
Year End
($)
Additions of
Average Change in Fair
Value of Prior Years’ Equity
Awards That Vested
in Fiscal Year
($)
Average Equity
Value Included in
Compensation
Actually Paid
($)
2024
158,419
(613,214)
201,564
(253,232)
2023
353,167
(1,418,895)
(386,289)
(1,452,017)
2022
3,168,564
1,048,097
652,334
4,868,994
2021
3,351,740
535,079
388,578
4,275,396
2020
4,004,324
2,332,449
153,697
6,490,470
(2)
Named executive officers (other than the CEO) for each fiscal year are:
2024 Other
Named Executive Officers
2023 Other
Named Executive Officers
2022 Other
Named Executive Officers
2021 Other
Named Executive Officers
2020 Other
Named Executive Officers
Kelly M. Dilts, Executive
Vice President & Chief
Financial Officer
Kelly M. Dilts, Executive
Vice President & Chief
Financial Officer
John W. Garratt,
President & Chief Financial
Officer
John W. Garratt, Executive
Vice President & Chief
Financial Officer
John W. Garratt, Executive
Vice President & Chief
Financial Officer
Emily C. Taylor, Executive
Vice President & Chief
Merchandising Officer
John W. Garratt, Former
President & Chief Financial
Officer
Emily C. Taylor, Executive
Vice President & Chief
Merchandising Officer
Jeffery C. Owen, Chief
Operating Officer
Jeffery C. Owen, Chief
Operating Officer
Rhonda M. Taylor,
Executive Vice President &
General Counsel
Emily C. Taylor, Executive
Vice President & Chief
Merchandising Officer
Rhonda M. Taylor,
Executive Vice President &
General Counsel
Rhonda M. Taylor,
Executive Vice President &
General Counsel
Jason S. Reiser, Former
Executive Vice President &
Chief Merchandising
Officer
Steven R. Deckard,
Executive Vice President,
Strategy & Development
Rhonda M. Taylor,
Executive Vice President &
General Counsel
Carman R. Wenkoff,
Executive Vice President &
Chief Information Officer
Carman R. Wenkoff,
Executive Vice President &
Chief Information Officer
Rhonda M. Taylor,
Executive Vice President &
General Counsel
Carman R. Wenkoff,
Executive Vice President &
Chief Information Officer
Carman R. Wenkoff,
Executive Vice President &
Chief Information Officer
Antonio Zuazo, Former
Executive Vice President,
Global Supply Chain
EXECUTIVE COMPENSATION
46
2025 Proxy Statement

(3)
Cumulative total shareholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period,
assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period by our share
price at the beginning of the measurement period.
(4)
Represents the peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for
which a return is indicated. The peer group used for this purpose is the following published industry index: S&P 500 Consumer Staples Distribution &
Retail Index.
(5)
The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year.
(6)
Adjusted EBIT is defined in “Compensation Discussion and Analysis—Elements of Named Executive Officer Compensation—Short-Term Cash Incentive
Plan—2024 Teamshare Structure.” All amounts for prior years have been calculated using this Adjusted EBIT definition. While we use several financial
performance measures for the purpose of evaluating performance for our compensation programs, we have determined that adjusted EBIT, in our
assessment, represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link
compensation actually paid to our named executive officers, for the most recently completed fiscal year, to Company performance.
Financial Performance Measures
As described in greater detail in “Compensation Discussion and Analysis,” our executive compensation program reflects a
variable pay for performance philosophy. The financial metrics that the CHCM Committee selects for both our short-term
cash incentive plan and our long-term equity incentive program are selected in order to fulfill our pay for performance
philosophy and to align the interests of our named executive officers and our shareholders. Our most important financial
performance measures for linking executive compensation actually paid to our named executive officers, for the most
recently completed fiscal year, to our performance are as follows:
Mr. Vasos
Non-CEO
Named Executive Officers
Adjusted EBIT
Adjusted EBIT
Net Sales
Net Sales
Adjusted ROIC
Adjusted ROIC
Adjusted EBITDA
Adjusted EBIT, Net Sales, adjusted EBITDA, and adjusted ROIC are defined in the discussions of the 2024 Teamshare
structure, the 2024 annual equity award structure and the completed 2022-2024 performance period with respect to the
2022 PSU awards, as applicable, all of which can be found under “Elements of Named Executive Officer Compensation”
within “Compensation Discussion and Analysis” above.
Relationship Between Compensation Actually Paid and Performance Measures
The charts below show, for the past five years, the relationship between the CEO and non-CEO compensation actually
paid and our (1) cumulative TSR, (2) net income, and (3) adjusted EBIT, as well as the relationship of our cumulative TSR
relative to the cumulative TSR of the current and former peer groups.
15,272
(24)
51,714
30,775
34,630
(2,057)
(5,685)
8,862
6,426
6,376
657
(464)
$127.80
$135.23
$152.34
$92.43
$49.38
$40
$60
$80
$100
$120
$140
$160
-$10,000
$0
$10,000
$20,000
$30,000
$40,000
$50,000
$60,000
FY20
FY21
FY22
FY24
FY23
TSR
Value of Initial Fixed $100 Investment
$000s
Compensation Actually Paid vs. TSR
CAP (Vasos)
Average CAP (Non-CEO NEOs)
CAP (Owen)
Dollar General TSR
EXECUTIVE COMPENSATION
2025 Proxy Statement
47

CAP (Vasos)
CAP (Owen)
Average CAP (Non-CEO NEOs)
Net Income
Adjusted EBIT
2,655
2,399
2,416
1,125
1,661
3,630
3,456
3,591 
2,597 
1,863
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
-$10,000
$10,000
$0
$20,000
$30,000
$40,000
$50,000
$60,000
Net Income & Adjusted EBIT
$Millions
$000s
Compensation Actually Paid vs. Net Income & Adjusted EBIT
15,272
(24)
51,714
30,775
34,630
(2,057)
(5,685)
8,862
6,426
6,376
657
(464)
FY20
FY21
FY22
FY24
FY23
$100.00
$127.80
$139.54
$152.34
$92.43
$49.38
$117.55
$135.23
$141.50
$159.96
$222.95
 $0
 $50
 $100
 $150
 $200
 $250
Initial Investment
(FYE19)
FYE20
FYE21
FYE22
FYE23
FYE24
TSR
Value of Initial Fixed $100 Investment
TSR: Dollar General vs. Peer Group
Dollar General
S&P 500 Consumer Staples Distribution & Retail
The above disclosures under “Pay Versus Performance” should not be deemed incorporated by reference into any other
Dollar General filing under the Exchange Act, except to the extent Dollar General specifically incorporates such disclosures
by reference therein.
EXECUTIVE COMPENSATION
48
2025 Proxy Statement

Compensation Committee
Interlocks and Insider
Participation
None of Messrs. McGuire and Bryant or Mss. Fili-Krushel
and Scarlett, each of whom was a member of our CHCM
Committee during all or a portion of 2024: (1) was at any
time during 2024 an officer or employee, or was at any time
prior to 2024 an officer, of Dollar General or any of our
subsidiaries; or (2) had any relationship requiring disclosure
under “Transactions with Management and Others.” Also,
none of our executive officers serves, or in the past fiscal
year has served, as a director or compensation committee
(or equivalent committee) member of any entity that has
an executive officer serving as a Dollar General director or
CHCM Committee member.
Compensation Risk
Considerations
In March 2025, our CHCM Committee reviewed a risk
assessment of our compensation program for employees,
including executive officers, prepared by its compensation
consultant with input from management. The assessment
included a review of our compensation programs for
certain design features which could potentially encourage
excessive risk-taking or otherwise create risk to Dollar
General. The CHCM Committee concluded, after considering
the degree to which risk-aggravating factors were offset
by risk-mitigating factors, that the net risks created by our
overall compensation program are not reasonably likely to
have a material adverse effect on Dollar General.
Pay Ratio Disclosure
As required by Item 402(u) of Regulation S-K, we are
providing the following information about the relationship
of the annual total compensation of our employees and our
Chief Executive Officer (our “CEO”). This pay ratio is a
reasonable estimate calculated in a manner consistent with
SEC rules based on our payroll and employment records
and the methodology described below.
The fiscal 2024 annual total compensation of the median
compensated employee (a part-time store associate) of our
temporary, part-time and full-time employee base who
were employed as of the last day of our 2024 fiscal year
(January 31, 2025), other than our CEO, calculated in
accordance with the rules applicable to the Summary
Compensation Table, was $18,951, and our CEO’s fiscal 2024
annual total compensation was $2,152,357, resulting in a
ratio of 1:114.
As of January 31, 2025, our total population, excluding the
CEO, consisted of 186,029 compensated employees, of
which 225 were located in non-U.S. jurisdictions as follows:
Mexico (117); China (97); Hong Kong (10); and Turkey (1). As
permitted by SEC rules, we excluded all such 225 non-U.S.
employees. After applying this exemption, the employee
population used to identify the median employee consisted
of 185,804 temporary, part-time and full-time employees
located solely in the U.S.
To identify the median compensated employee, we used
W-2 Box 5 Medicare wages for the period from February 3,
2024 (the first day of our 2024 fiscal year) through
January 31, 2025 (the last day of our 2024 fiscal year), with
such amounts annualized for those permanent employees
who did not work for the full year. Our determination of the
median compensated employee yielded two employees
because the population we used had an even number of
employees. From the two employees, we selected the
employee who worked more of the year than the other as
the median compensated employee.
The SEC rules for identifying the median compensated
employee and calculating the pay ratio based on that
employee’s annual total compensation allow companies to
adopt a variety of methodologies, to apply certain exclusions,
and to make reasonable estimates and assumptions that
reflect their compensation practices. As such, the pay ratio
reported by other companies may not be comparable to
the pay ratio reported above, as other companies may have
different employment and compensation practices and
may utilize different methodologies, exclusions, estimates
and assumptions in calculating their own pay ratios.
EXECUTIVE COMPENSATION
2025 Proxy Statement
49

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER
COMPENSATION
(ITEM 2 ON THE BALLOT)
In accordance with Section 14A of the Exchange Act, we
annually allow our shareholders to vote, on an advisory and
nonbinding basis, on the compensation paid to our named
executive officers as disclosed in this Proxy Statement
pursuant to Item 402 of Regulation S-K. Accordingly, you
may vote on the following resolution at the annual meeting:
“RESOLVED, that the shareholders approve, on an
advisory basis, the compensation of Dollar General’s
named executive officers as disclosed pursuant to Item 402
of Regulation S-K, including the Compensation Discussion
and Analysis, the accompanying compensation tables,
and the related narrative disclosures in this Proxy
Statement.”
As discussed in detail in “Compensation Discussion and
Analysis,” the CHCM Committee actively oversees our
executive compensation program, adopting changes and
awarding compensation as appropriate to reflect Dollar
General’s circumstances and to promote the main objectives
of the program. Our executive compensation program is
designed with the goal of serving our shareholders’
long-term interests. The program rewards our named
executive officers for the achievement of specific annual
and long-term goals and the realization of increased
shareholder value. We believe that offering a competitive
compensation package is vital to attract, retain, and
motivate experienced and appropriately qualified
executives.
At our 2024 annual meeting, our Say-on-Pay proposal
received lower support from shareholders than in
previous years, with 72.8% of votes cast in support of our
executive compensation program. This result prompted us
to better understand shareholders’ concerns as part of
our robust shareholder engagement program in which, as
discussed elsewhere in this Proxy Statement, we reached
out to approximately 66% of shares outstanding and
received feedback from approximately 56% of shares
outstanding. We discussed with shareholders the changes
made for our 2024 executive compensation program, which
addressed feedback concerning our use of similar
performance metrics in the short-term and long-term
incentive programs and the maximum potential payouts
under these plans, and sought input on potential additional
changes for 2025, particularly around the type and mix of
equity awards and the metrics and length of performance
periods used in the long-term incentive program. The results
of these and previous engagements, including how the
CHCM Committee took shareholder feedback into account
in designing the executive compensation program, are
discussed in the “Compensation Discussion and Analysis”
and the “Corporate Governance” sections of this Proxy
Statement.
We firmly believe that the information we have provided in
this Proxy Statement demonstrates that our executive
compensation program was designed appropriately and is
working to ensure alignment of management’s and
shareholders’ interests to support long-term value creation.
This vote is not intended to address any specific item of
compensation, but rather the overall compensation of our
named executive officers. This vote also is not a vote on
director compensation, as described under “Director
Compensation,” or on our compensation policies as they
relate to risk management, as described under
“Compensation Risk Considerations” in the “Executive
Compensation” section.
Our Board of Directors is asking our shareholders to
indicate their support for our named executive officer
compensation as described in this Proxy Statement in
accordance with SEC rules by voting for this proposal.
Because the vote on this proposal is advisory in nature, it
will not affect any compensation already paid or awarded
and will not be binding on or overrule any decisions by
the CHCM Committee or the Board. Nonetheless, our Board
and the CHCM Committee value our shareholders’ views
and intend to consider the outcome of the vote, along with
other relevant factors, when making future named
executive officer compensation decisions.
At our annual meeting of shareholders held on May 31,
2023, our shareholders expressed a preference that advisory
votes on executive compensation occur every year.
Consistent with this preference, our Board of Directors
implemented an annual advisory vote on executive
compensation until the next advisory vote on the frequency
of shareholder votes on executive compensation, which
will occur at the 2029 annual meeting.
FOR
The Board of Directors unanimously recommends that shareholders vote FOR the
approval of the compensation of our named executive officers as disclosed in this
Proxy Statement.
50
2025 Proxy Statement

SECURITY OWNERSHIP
The following tables show the amount of our common stock beneficially owned by the listed persons as of March 20,
2025. For purposes of such tables, a person “beneficially owns” a security if that person directly or indirectly has or shares
voting or investment power or has the right to acquire beneficial ownership within 60 days. Percentage computations
are based on 219,947,078 shares of our common stock outstanding as of March 20, 2025, unless otherwise noted.
Security Ownership of Certain Beneficial Owners
The following table pertains to beneficial ownership by those known by us to beneficially own more than 5% of our
common stock.
Name and Address of Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent of Class
The Vanguard Group(1)
25,071,171
11.4%
BlackRock, Inc.(2)
19,372,663
8.8%
Pzena Investment Management, LLC(3)
11,861,633
5.4%
(1)
The Vanguard Group has shared power to vote or direct the vote of 296,570 shares, sole power to dispose or direct the disposition of 24,121,429
shares, and shared power to dispose or direct the disposition of 949,742 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern,
Pennsylvania 19355. All information is based solely on Amendment No. 11 to Statement on Schedule 13G filed on February 13, 2024.
(2)
BlackRock, Inc., through various subsidiaries, has sole power to vote or direct the vote of 17,824,788 shares and sole power to dispose or direct the
disposition of 19,372,663 shares. The address of BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001. All information is based solely on
Amendment No. 9 to Statement on Schedule 13G filed on February 12, 2024.
(3)
Pzena Investment Management, LLC has sole power to vote or direct the vote of 10,457,067 shares and sole power to dispose or direct the disposition
of 11,861,633 shares. The address of Pzena Investment Management, LLC is 320 Park Avenue, 8th Floor, New York, New York 10022. All information is
based solely on Statement on Schedule 13G filed on January 30, 2025.
2025 Proxy Statement
51

Security Ownership of Officers and Directors
The following table shows the beneficial ownership of our directors, nominees and named executive officers individually
and our current directors and executive officers as a group. Unless otherwise noted, to our knowledge these persons have
sole voting and investment power over the shares listed. These persons may be contacted at our executive offices.
Name of Beneficial Owner
Amount and Nature of
Beneficial Ownership(1)(2)
Percent of Class
Warren F. Bryant(3)
42,934
*
Michael M. Calbert(4)
118,801
*
Ana M. Chadwick(5)
3,094
*
Timothy I. McGuire
13,327
*
David P. Rowland
2,570
*
Debra A. Sandler
3,428
*
Ralph E. Santana
4,585
*
Kathleen M. Scarlett
1,570
*
Todd J. Vasos
358,245
*
Kelly M. Dilts
45,928
*
Emily C. Taylor
87,893
*
Rhonda M. Taylor
123,124
*
Steven R. Deckard
40,033
*
All current directors and executive officers
as a group (18 persons)(3)(4)(5)
1,224,325
*
*
Denotes less than 1% of class.
(1)
Share totals have been rounded to the nearest whole share.
(2)
Includes the following number of shares (1) underlying RSUs (including RSUs credited, where applicable, as a result of dividend equivalents earned
with respect to the RSUs) and earned PSUs, in each case that are or could be settleable within 60 days of March 20, 2025, over which the person will
not have voting or investment power until the applicable RSUs and PSUs are settled, and (2) subject to options exercisable either currently or within
60 days of March 20, 2025, over which the person will not have voting or investment power until exercised: Mr. Bryant (3,487 RSUs); Mr. Calbert
(28,592 RSUs); Ms. Chadwick (2,974 RSUs); Mr. McGuire (1,333 RSUs); Mr. Rowland (2,510 RSUs); Ms. Sandler (1,726 RSUs); Mr. Santana (1,333 RSUs);
Ms. Scarlett (1,570 RSUs); Mr. Vasos (906 RSUs; 221,402 options); Ms. Dilts (753 RSUs; 409 PSUs; 40,001 options); Ms. E. Taylor (1,070 PSUs; 72,318
options); Ms. R. Taylor (1,070 PSUs; 75,898 options); Mr. Deckard (466 RSUs; 189 PSUs; 37,367 options); and all current directors and executive officers
as a group (47,824 RSUs; 5,366 PSUs; 750,333 options). Such shares are considered outstanding for computing the percentage owned by each named
person and by the group but not for any other person. Excludes shares underlying RSUs that are vested but deferred at the election of Mr. Calbert
and Ms. Sandler, but over which such persons will not have voting or investment power until the applicable RSUs are settled on a date that is later than
60 days after March 20, 2025.
(3)
Mr. Bryant may be deemed to share voting and investment power over 425 shares held by the Christopher W. Bryant Legacy Trust and 425 shares held
by the Jennifer M. Bryant Legacy Trust.
(4)
Mr. Calbert shares voting and investment power over 90,209 shares with his spouse, Barbara Calbert, as co-trustee of The Michael and Barbara Calbert
2007 Joint Revocable Trust.
(5)
Ms. Chadwick shares voting and investment power over 120 shares with her spouse, Tomás Chadwick.
SECURITY OWNERSHIP
52
2025 Proxy Statement

AUDIT COMMITTEE REPORT
The Audit Committee of our Board of Directors has:
• reviewed and discussed with management the audited
financial statements for the fiscal year ended January 31,
2025,
• discussed with Ernst & Young LLP, our independent
registered public accounting firm, the matters required
to be discussed by the applicable requirements of the
Public Company Accounting Oversight Board and the
SEC,
• received the written disclosures and the letter from
Ernst & Young LLP required by applicable requirements
of the Public Company Accounting Oversight Board
regarding the independent registered public accounting
firm’s communications with the Audit Committee
concerning independence, and
• discussed with Ernst & Young LLP the independence of
Ernst & Young LLP.
Based on these reviews and discussions, the Audit
Committee unanimously recommended to the Board of
Directors that Dollar General’s audited financial statements
be included in the Annual Report on Form 10-K for the
fiscal year ended January 31, 2025, for filing with the SEC.
This report has been furnished by the members of the Audit
Committee:
• Ana M. Chadwick, Chairperson
• Warren F. Bryant
• David P. Rowland
• Debra A. Sandler
The above Audit Committee Report does not constitute
soliciting material and should not be deemed filed or
incorporated by reference into any other Dollar General
filing under the Securities Act of 1933 or the Exchange Act,
except to the extent Dollar General specifically incorporates
this report by reference therein.
2025 Proxy Statement
53

FEES PAID TO AUDITORS
The table below lists the aggregate fees for professional audit services rendered to us by Ernst & Young LLP for the audit
of our consolidated financial statements for the past two fiscal years and fees billed for other services rendered by Ernst &
Young LLP during the past two fiscal years. Information related to audit fees for 2024 includes amounts billed through
January 31, 2025, and additional amounts estimated to be billed for the 2024 period for services rendered.
Service
2024 Aggregate Fees Billed ($)
2023 Aggregate Fees Billed ($)
Audit Fees(1)
3,055,645
2,930,831
Audit-Related Fees(2)
—
—
Tax Fees(3)
1,961,855
2,403,021
All Other Fees(4)
7,200
6,504
(1)
Represents for each fiscal year the aggregate fees billed for professional services for the audit of our annual financial statements and review of financial
statements included in our Forms 10-Q and services that are normally provided in connection with statutory and regulatory filings or engagements.
(2)
Represents for each fiscal year the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit
or review of our financial statements.
(3)
Represents for each fiscal year the aggregate fees billed for professional services for tax compliance, tax advice and tax planning. Fees for 2024 and
2023 relate primarily to tax compliance services, which represented $1,906,896 and $2,171,555 in 2024 and 2023, respectively, for work related to work
opportunity tax credit assistance, federal jobs credits and state tax credit assistance, foreign sourcing offices’ tax compliance, and annual tax basis
inventory calculations assistance. Tax fees for 2024 and 2023 also included fees for tax advisory services related to start up services related to Mexico
and income tax advisory services.
(4)
Represents for each fiscal year the aggregate fees billed for other products and services, which in each year consisted solely of subscription fees to an on-
line accounting research tool.
The Audit Committee pre-approves all audit and permissible non-audit services provided by our independent auditor.
Where feasible, the Audit Committee considers and, when appropriate, pre-approves services at regularly scheduled
meetings after disclosure by management and the independent auditor of the nature of the proposed services, the
estimated fees (when available), and their opinions that the services will not impair the independence of the independent
auditor. The Audit Committee’s Chairperson (or any Audit Committee member if the Chairperson is unavailable) may
pre-approve such services between Audit Committee meetings and must report to the Audit Committee at its next
meeting with respect to all services so pre-approved. The Audit Committee (or its Chairperson) pre-approved 100% of the
services provided by Ernst & Young LLP during 2024 and 2023.
54
2025 Proxy Statement

RATIFICATION OF APPOINTMENT OF AUDITORS (ITEM 3 ON THE BALLOT)
Who is responsible for the selection of the
independent auditor?
The Audit Committee is directly responsible for the
appointment, compensation, retention and oversight of
the independent auditor.
Is the Audit Committee involved in the lead
audit partner selection process?
Yes. Prior to the selection of a lead audit partner, the
Chairperson of the Audit Committee, typically one
additional Audit Committee member, and the Chairman of
the Board interview the candidates. Following the
interviews, the Audit Committee discusses each candidate’s
credentials, experience level and independence prior to
making the final selection.
Does the Audit Committee evaluate the
independent auditor and the lead audit
partner?
Yes. The Audit Committee annually evaluates the lead
audit partner, as well as the independent auditor’s
qualifications, performance and independence. The
evaluation, which includes the input of management, entails
consideration of a broad range of factors, including the
quality of services and sufficiency of resources that have
been provided; the skills, knowledge and experience of the
firm and the audit team; the effectiveness and sufficiency
of communications and interactions; independence and level
of objectivity and professional skepticism; reasonableness
of fees; and other factors.
Who has the Audit Committee selected as the
independent auditor?
After conducting the evaluation process discussed above,
the Audit Committee selected Ernst & Young LLP as our
independent auditor for the 2025 fiscal year. Ernst & Young
LLP has served in that capacity since October 2001. The
Audit Committee and the Board of Directors believe that
the continued retention of Ernst & Young LLP is in the best
interests of Dollar General and our shareholders and
request that shareholders vote for the ratification of Ernst &
Young LLP as our independent auditor for the 2025 fiscal
year.
What are the benefits of a longer-tenured
independent auditor?
A longer-tenured auditor possesses institutional knowledge
of our business operations, accounting policies and
practices, personnel and internal control over financial
reporting, which enhances the efficiency and quality of the
audit process. In addition, we are able to negotiate a
competitive fee structure due to the auditing firm’s deep
knowledge and familiarity with Dollar General. There would
be substantial additional fees required in changing audit
firms.
Will representatives of Ernst & Young LLP
attend the annual meeting?
Representatives of Ernst & Young LLP have been requested
and are expected to attend the annual meeting. These
representatives will have the opportunity to make a
statement if they so desire and are expected to be available
to respond to appropriate questions.
What if shareholders do not ratify the
appointment?
The Audit Committee is not bound by a vote either for or
against the firm. If the shareholders do not ratify this
appointment, our Audit Committee will consider that result
in selecting our independent auditor in the future.
FOR
The Board of Directors unanimously recommends that shareholders vote FOR the
ratification of Ernst & Young LLP as our independent auditor for the 2025 fiscal
year.
2025 Proxy Statement
55

SHAREHOLDER PROPOSAL: Remove the One-Year Holding
Period Requirement to Call a Special Shareholders’ Meeting
(ITEM 4 ON THE BALLOT)
Introduction and Board of Directors’ Recommendation
John Chevedden (the “Proponent”), located at 2215
Nelson Avenue, No. 205, Redondo Beach, CA 90278, has
notified us that he intends to present the shareholder
proposal set forth below (“Proposal 4”) at the annual
meeting. The Proponent has provided us with
documentation indicating that he has beneficially owned
at least 40 shares of our common stock for at least
three years. Proposal 4 will be voted upon at the annual
meeting if the Proponent or his qualified representative
properly presents Proposal 4 at the annual meeting.
Dollar General is not responsible for the accuracy or
content of Proposal 4, which is printed verbatim as received
in accordance with SEC rules, and we have not endeavored
to correct any typographical errors it may contain.
Proposal 4 may contain assertions about Dollar General
that we believe are incorrect, and we have not tried to refute
all such inaccuracies in our response.
The Board of Directors unanimously recommends that shareholders vote AGAINST
Proposal 4 for the reasons set forth in the Board’s Statement in Opposition, which
follows Proposal 4.
Shareholder Proposal
Proposal 4 — Support for Special Shareholder Meeting Improvement
Shareholders ask our Board of Directors to remove the
current provision that considers the voice of certain Dollar
General (DG) shareholders as non-shareholders. Currently
all shares not held for one continuous year are considered
non-shareholders if they seek to call for a special
shareholder meeting on an important matter.
The current one-year exclusion for all shares held for less
than one continuous year makes the current so-called
shareholder right to call for a special shareholder meeting
useless. There is no point to have useless right on the books
of DG.
The reason to enable all shareholders to call for a special
shareholder meeting is to allow one shareholder or a group
of shareholders to quickly acquire DG shares to equal the
challenging 25% share ownership requirement, based on all
shares outstanding, to call for a special shareholder
meeting when there is an urgent matter to consider in
order to incentivize a turnaround of DG.
It is all the more necessary to improve the DG shareholder
right to call for a special shareholder meeting because DG is
a Tennessee company and Tennessee denies shareholders
the right to act by written consent which is thus an
unavailable way for DG shareholders to incentivize
management to reverse a slumping stock price.
This is becoming more important given that the DG stock
price is in a long-term slump. DG stock was at $246 in 2022
and at only $79 in late 2024 during a robust stock market.
The best strategies for turning around a company do not
necessarily come from a company’s existing shareholders.
If DG continues in its slump, DG shareholders and potential
DG shareholders will not even consider acquiring more
shares in order to call for a special shareholder meeting, if
they have to wait one-year to call for a special shareholder
meeting. A one-year holding period makes no sense. An
emergency or a continued slumping stock price demands
an immediate response.
The fact that one shareholder or a group of shareholders
can quickly acquire more shares to call for a special
shareholder meeting is an incentive for DG Directors to
avoid such an emergency situation in the first place since
the continued service of the least qualified DG Directors
could be terminated by a special shareholder meeting.
This is a good incentive for the DG Directors to have for
the benefit of all DG shareholders.
At minimum this proposal alerts shareholders to the severe
limitation, to the point of uselessness, baked into the
current DG rules for shareholders to call for a special
shareholder meeting.
Please vote yes:
Support
for
Special
Shareholder
Meeting
Improvement—Proposal 4
SHAREHOLDER PROPOSALS
56
2025 Proxy Statement

Board of Directors’ Statement in Opposition to Proposal 4
Our Board of Directors has carefully considered Proposal 4,
which seeks to eliminate the one-year holding requirement
to exercise the right of shareholders to request special
meetings, and concluded that its adoption is unnecessary,
potentially harmful, and not in the best interests of the
Company or our shareholders for the reasons outlined
below. Accordingly, our Board unanimously recommends
that shareholders vote AGAINST Proposal 4.
Our shareholders rejected a similar proposal by the
Proponent in 2023, when 87% of votes were cast against
the proposal.
The one-year holding requirement to request a
special meeting of shareholders is a customary
provision that helps protect the Company and our
broader shareholder base against abuses by
shareholders with narrow short-term interests and
from the financial and administrative burdens
associated with unnecessarily conducting a special
meeting of shareholders.
In 2021, our Board of Directors sought shareholder approval
of a Charter amendment to allow one or more record or
beneficial shareholders holding in the aggregate at least
25% of our common stock to request special meetings of
shareholders by following certain requirements set forth in
our Bylaws. The applicable Bylaws, including the customary
requirement that shareholders exercising the special
meeting right have owned the shares continuously for at
least one year, were specifically described in the proxy
statement proposal for the 2021 annual meeting of
shareholders and are intended to balance enabling
shareholders to vote on important matters with the
potential abuse of this right and the associated cost and
distraction that could arise as a result of its exercise. Our
shareholders approved the Charter amendment, which
received the support of over 98% of votes cast. Based on
this vote, the Charter amendment was implemented, and
our Board adopted the related Bylaws.
Our Board believes that the current special meeting right,
including the one-year holding period and other procedural
protections, provides shareholders a meaningful ability to
request a special meeting while also protecting the
Company and its shareholders against the risk that certain
shareholders will use special meetings as a means to
advance narrow and short-term oriented interests, which
may not be in the long-term interests of the Company or its
broader shareholder base. The one-year holding period in
no way impacts shareholder status as implied by Proposal 4,
and shareholders who hold shares for less than one year
are fully entitled to vote at any special meetings that may
be called.
Our Board recognizes the importance of providing
shareholders with the ability to request special meetings in
appropriate circumstances. At the same time, a special
shareholder meeting is a significant undertaking that
requires a substantial commitment of time and financial
resources of the Company. Among other costs, the
Company is required to prepare, print, and distribute legal
disclosure documents to shareholders, solicit proxies, and
tabulate votes for each special shareholder meeting
called. In addition, special meetings require the Board and
management to divert significant time and focus away from
management of the Company in order to prepare for, and
conduct, the special meeting, detracting from their primary
focus of operating our business and maximizing long-term
shareholder value.
Notably, the one-year holding period is consistent with the
minimum holding period established by the SEC under
Rule 14a-8 of the Exchange Act, which enables a
shareholder to include a proposal in an issuer’s proxy
statement. In adopting the holding requirements under
Rule 14a-8, the SEC indicated that the holding period should
be calibrated such that a shareholder has some meaningful
“economic stake or investment interest” in a company
before the shareholder may draw on company and
shareholder resources and command the time and attention
of other shareholders to consider and vote on the
proposal. Our Board believes the SEC’s reasoning is equally
applicable to the Company’s one-year holding requirement
for requesting a special meeting. Moreover, under that
same Rule, shareholders with minimal holdings are already
able to present proposals, such as this one, at annual
meetings.
Our Bylaws facilitate the ability of shareholders meeting
the applicable requirements to call special meetings when
extraordinary matters arise, without enabling a minority of
shareholders that have not held a financial stake in the
Company for a meaningful period of time to call
unnecessary or duplicative meetings for less significant
matters. If the one-year holding requirement is eliminated,
as Proposal 4 requests, the Company could be subject to
regular disruptions by short-term, special-interest
shareholder groups with agendas that are not in the best
interests of the Company or its broader shareholder base
and it would increase the potential for misuse of the special
meeting right. Such diversions could potentially operate
against the best interests of our shareholders overall, in
order to serve the narrow short-term interests of certain
shareholders.
We are committed to active shareholder engagement
and strong and effective corporate governance
practices which ensure accountability and
responsiveness to shareholders.
The elimination of the one-year holding period as requested
by Proposal 4 is unnecessary, could unduly increase focus
on short-term results at the expense of long-term Company
performance and shareholder interests, and should be
rejected in light of our strong corporate governance policies
and practices, our willingness to discuss our business and
issues with shareholders, and our regular responsiveness to
shareholders. Our Board has consistently demonstrated
its commitment to sound principles of corporate
governance, working to ensure that its practices provide
our shareholders with a meaningful voice. In addition to the
ability to request special meetings of shareholders,
numerous other corporate governance measures are in
place to foster shareholder participation and Board
responsiveness and accountability. Some of these measures
are:
• Active Shareholder Engagement Program: We routinely
and actively engage with our shareholders to ensure that
their perspectives are understood and considered by
our Board and management team regarding a wide
SHAREHOLDER PROPOSALS
2025 Proxy Statement
57

variety of issues, including among other matters financial
performance, strategy, risk management and oversight,
corporate governance, executive compensation and social
responsibility and sustainability matters. We have taken
many actions over the years to implement shareholder
feedback when appropriate. In addition to our year-
round investor relations efforts, we invited shareholders
representing approximately 66% of shares outstanding to
participate in our focused annual shareholder outreach
program in 2024, with shareholders representing
approximately 56% of shares outstanding electing to
participate. Mr. Calbert, our Chairman of the Board, led
the engagement with shareholders representing 31% of
shares outstanding. Notably, during these engagements,
our shareholders did not raise the one-year holding
period required to call a special meeting as an area of
concern. In addition, as noted above, 87% of our
shareholders rejected a similar proposal by the Proponent
in 2023.
• Equal Voting Rights for All Shareholders and No
Supermajority Voting Provisions: We have equal voting
rights for all shareholders, and our Charter and Bylaws do
not contain provisions requiring more than a simple or
absolute majority shareholder vote on any issue.
• Annual Elections of the Board with a Majority Voting
Standard: All of our directors are elected annually by our
shareholders. We have a majority voting standard for
the election of directors in uncontested elections.
• Proxy Access: Our proxy access right allows shareholders
meeting certain customary requirements to include
director nominations in our proxy statement.
• No Shareholder Rights Plan: We do not maintain a
shareholder rights plan, commonly referred to as a
“poison pill.”
• Strong Director Refreshment and Evaluation Practices:
Our full Board has an average tenure of seven years. We
have added one new independent director in each of
the last three years, and 50% of our independent directors
joined our Board within the last five years. We employ a
thorough annual evaluation process for our Board, each
Board committee, and each individual independent
director, which uses a third-party facilitator at least once
every three years. This evaluation process is overseen
by the NGCR Committee and forms part of the basis for
director re-nomination decisions.
• Independent Board Chairman: We maintain separate
Chairman of the Board and CEO positions, and the
Chairman of the Board is an independent director.
• Majority-Independent Board: All of our directors are
independent except our CEO, and all three standing
Board committees are comprised exclusively of
independent directors.
• Qualified and Experienced Board: Our Board consists of
highly qualified members with skills, experience and
expertise in various areas that are important to our
current and future strategy as described in this Proxy
Statement.
• Significant Share Ownership Requirements: We have
significant share ownership and holding requirements
for our Board members and executive management.
• Annual “Say-On-Pay” Advisory Vote: We hold an annual
advisory vote on executive compensation to allow
shareholders the opportunity to express their views on
executive compensation.
• Publicized Board Communication Mechanisms: We
publish on our website Board-approved methods for
shareholders to communicate directly with the Board, a
particular director, or the non-management directors or
independent directors as a group.
In addition, as discussed above, shareholders holding
minimal amounts of our common stock also have the ability
to include shareholder proposals, such as this one, in the
Company’s proxy statement if they comply with applicable
rules.
Conclusion
In summary, our Board of Directors opposes Proposal 4
because it believes that eliminating the customary one-
year holding requirement will enable potential abuse of the
right to call a special meeting by shareholders with special
or short-term interests and significantly increase the risk that
the Company will be required to expand substantial time
and resources on matters that are not in the best interests
of the Company or its broader shareholder base. Our
Board believes that our procedural requirements to exercise
the special meeting right for shareholders are aligned
with current market practices and strike the appropriate
balance between ensuring shareholders have meaningful
rights and opportunities for involvement without enabling a
minority of shareholders that have not held a financial
stake in the Company for a meaningful period of time to
call unnecessary or duplicative meetings for matters of
special interest. The Company’s numerous existing
corporate governance measures ensure ample opportunity
for shareholder participation as well as Board
responsiveness and accountability. Our Board believes the
adoption of Proposal 4 is unnecessary, potentially harmful,
and not in the best interests of the Company or our
shareholders.
The Board of Directors unanimously recommends that shareholders vote AGAINST
Proposal 4.
SHAREHOLDER PROPOSALS
58
2025 Proxy Statement

SHAREHOLDER PROPOSAL: Adopt a Comprehensive Human
Rights Policy (ITEM 5 ON THE BALLOT)
Introduction and Board of Directors’ Recommendation
Lead filer, Mercy Investment Services, Inc., located at 2039
North Geyer Road, St. Louis, MO 63131, along with co-filers
CommonSpirit Health, Friends Fiduciary Corporation,
Schroder Investment Management Limited, Sisters of the
Humility of Mary, Sisters of Saint Joseph of Peace, and
United Church Funds (collectively, the “Proponents”), have
notified us that a representative of the Proponents intends
to present the shareholder proposal set forth below
(“Proposal 5”) at the annual meeting. The lead filer has
provided us with documentation indicating that it has been
the beneficial owner of at least $2,000 in market value of
our common stock for at least three years. Proposal 5 will be
voted upon at the annual meeting if a qualified
representative of the Proponents properly presents
Proposal 5 at the annual meeting. We will promptly provide
the addresses and stock ownership information (to our
knowledge) of all co-filers upon a shareholder’s oral or
written request directed to our Corporate Secretary.
Dollar General is not responsible for the accuracy or content
of Proposal 5, which is printed verbatim as received in
accordance with SEC rules, and we have not endeavored
to correct any typographical errors it may contain. Proposal
5 may contain assertions about Dollar General that we
believe are incorrect, and we have not tried to refute all such
inaccuracies in our response.
The Board of Directors unanimously recommends that shareholders vote AGAINST
Proposal 5 for the reasons set forth in the Board’s Statement in Opposition, which
follows Proposal 5.
Shareholder Proposal
Resolved: Shareholders request the Board of Directors
adopt and disclose a comprehensive Human Rights Policy
which states the Company’s commitment to respect human
rights, in alignment with international human rights
standards, throughout its operations and value chain, and
describes steps to identify, assess, prevent, mitigate, and,
where appropriate, remedy adverse human rights impacts
connected to the business.
Whereas: The United Nations Guiding Principles on
Business and Human Rights establish the corporate
responsibility to respect internationally recognized human
rights, including rights to freedom of association and
collective bargaining, a safe and healthy working
environment, and just and favorable remuneration.
Dollar General Corporation (“Dollar General”) lacks a
comprehensive policy commitment to uphold international
human rights standards throughout the business, including
its own operations. Its existing human rights-related
disclosures1 are limited to supplier expectations. Peers
with comprehensive human rights policies include Dollar
Tree,2 Target,3 Walmart,4 Costco,5 and Big Lots.6
There are indications that Dollar General practices do not
align with international human rights standards, including
the right to freedom of association and the right to a
safe and healthy working environment:
• The National Labor Relations Board ruled in 2023 that
Dollar General engaged in “blatant hallmark unfair
labor practices” against workers attempting to organize
in Connecticut, including unlawful termination,
surveillance, interrogation, and threatening store
closures.7 Similar cases are pending against the
company in Florida, Georgia, and Mississippi.8
• The Occupational Safety and Health Administration
(OSHA) named Dollar General a “Severe Violator” in
2022 for willful, repeat, and serious workplace safety
violations.9 Dollar General issued a safety report10 in
2024 following a majority vote on a shareholder
proposal; however, proponents and workers criticized
the stakeholder engagement process and auditor
1 https://investor.dollargeneral.com/dollargeneral/pdf/DG_Human_Rights_Risk_Assessment_and_Supply_Chain_Transparency_Disclosure_--_January_2014_V1.pdf;
SERVING OTHERSDollar Generalhttps://www.dollargeneral.com > public-relations
2 https://www.dollartree.com/file/general/Human_Rights_Policy.pdf
3 https://corporate.target.com/sustainability-governance/responsible-supply-chains/human-rights
4 https://corporate.walmart.com/purpose/esgreport/social/human-rights
5 https://mobilecontent.costco.com/live/resource/img/static-us-landing-pages/HumanRightsStatement.pdf
6 https://assets.biglots.com/is/content/biglots/BigLotsHumanRightsPolicyFINAL2023.03v2pdf
7 https://www.nlrb.gov/news-outreach/news-story/region-1-boston-wins-administrative-law-judge-decision-finding-dollar
8 https://www.nlrb.gov/search/case/dollar%20general?f%5B0%5D=case_type%3AC&s%5B0%5D=Open
9 https://www.osha.gov/news/newsreleases/region4/11012022
10 Report on Audit of Dollar General Safety Policies and ...Dollar Generalhttps://www.dollargeneral.com/.../Dollar_General_...
SHAREHOLDER PROPOSALS
2025 Proxy Statement
59

selection.11 Dollar General’s corporate-wide settlement
with OSHA12 carried $12 million in penalties and
mandated worker-driven safety improvements.13
• Gun violence threatens workers’ right to a safe
workplace. Aggregate data from news reports found
that from 2022 to 2024, 80 shootings took place at
Dollar Generals nationwide, with 107 victims and 41
total fatalities, including multiple children shot and five
employees killed.14
• The United Nations states, “achieving living wages is
part of the business responsibility to respect
fundamental human rights”.15 Dollar General’s median
worker earned $18,657 while its CEO made $9,727,656,
resulting in a 521:1 pay ratio.16 92% of Dollar General
workers made less than $15 per hour in 2022,17
falling well below living wage rates.18
Human rights violations create reputational, financial, legal,
and regulatory risks. Dollar General acknowledges
reputational damage from labor issues may hurt
performance.19 Adopting a comprehensive human rights
policy is in the best interests of the company, employees,
and shareholders.
11 https://laborlab.us/jackson_lewis_the_notorious_law_firm_at_the_forefront_of_union_busting/ ; https://www.stepuplouisiana.org/press-releases/dollar-general-agrees-
to-implement-workers-safety-demands-settle-with-osha-for-12-million
12 https://www.businessinsider.com/dollar-general-investor-no-progress-on-worker-safety-audit-2023-11 ; https://www.osha.gov/news/newsreleases/national/
07112024-0
13 https://drive.google.com/file/d/1xdI_8_W_hhVEdxNNWFXjepU1ERLM79EO/view
14 https://www.stepuplouisiana.org/dollarstore
15 https://bhr-navigator.unglobalcompact.org/issues/living-wage/
16 https://investor.dollargeneral.com/websites/dollargeneral/English/310010/us-sec-filing.html?secFilingId=791eb926-2641-417e-be9f-
6e9087050c6d&format=html&shortDesc=Proxy%20Statement%20%28definitive%29
17 https://www.epi.org/company-wage-tracker/
18 https://livingwage.mit.edu/; https://livingwageforus.org/tier-ii-certification/
19 https://investor.dollargeneral.com/websites/dollargeneral/English/310010/us-sec-
filing.html?shortDesc=Annual%20Report&secFilingId=b5700569-1f73-4a40-b4e3-d1fd14e48940&format=html
Board of Directors’ Statement in Opposition to Proposal 5
Our Board of Directors has carefully considered Proposal 5
and believes that Proposal 5 is unnecessary, redundant,
and not in the best interests of the Company or our
shareholders for the reasons outlined below. Accordingly,
our Board unanimously recommends that shareholders vote
AGAINST Proposal 5.
We already have adopted and disclosed human
rights policies which are comprehensive in scope
and apply throughout our operations and value
chain, reflect our commitment to human rights, align
with international human rights standards, and
incorporate measures to identify, assess, prevent,
mitigate and, where appropriate, remedy adverse
human rights impacts.
At Dollar General, our actions are driven and informed by
our mission of Serving Others. We believe that our
consistent focus on this longstanding foundational purpose
has been critical to our longevity and success. Support
for human rights has long been, and will continue to be, an
integral part of our mission and the way we conduct our
business.
We evidence and carry out our commitment to human
rights in a variety of ways, including among others, our
(1) Human Rights Policy and (2) Code of Business Conduct
and Ethics, both of which are publicly available on our
website.
• Human Rights Policy. Our Human Rights Policy (formerly
entitled our Human Rights Risk Assessment and Supply
Chain Transparency Disclosure) applies to our suppliers
and expressly provides that “Our mission includes a
commitment to sourcing safe, quality products from
vendors and manufacturers, wherever located, who
adhere to the law, treat their workers fairly and maintain
a healthy and safe working environment.”
Our Human Rights Policy includes numerous standards
which are consistent with, and based upon, the Core
Conventions of the International Labor Organization and
other industry-related best practices. For example, our
human rights and workplace standards (which apply to
each direct import vendor and its employees) include
among other things: (1) prohibitions against child labor,
involuntary or forced labor, physical, sexual, or verbal
harassment or abuse, and discrimination based on
personal characteristics such as race, sex or beliefs;
(2) requirements to comply with all applicable wage and
benefit laws; and (3) a commitment to safe and healthy
working conditions. Our Human Rights Policy reflects our
zero-tolerance position against child labor, forced or
slave labor and worker abuse and harassment, and we
will not conduct business with vendors or facilities that
are found to have engaged in these behaviors. To ensure
transparency with our suppliers, we have incorporated
these standards into our vendor guide, vendor
agreements, quote sheet, and Code of Business Conduct
and Ethics and discuss them during in-person summits
and meetings.
In addition to demonstrating our commitment to human
rights and establishing workplace standards aligned
with international standards, our Human Rights Policy
includes numerous measures to help us identify, assess,
prevent, mitigate, and, where appropriate remedy adverse
SHAREHOLDER PROPOSALS
60
2025 Proxy Statement

human rights impacts. We have a robust and systemic
audit program designed to identify, and improve or
eliminate from our supply chain, factories that do not
meet our ethical standards, such as violations of our
policy against the use of child or forced labor. All facilities
producing direct import merchandise for the Company
are audited at least annually by an independent
third-party firm to ensure compliance with our Human
Rights Policy. Our audit also assesses compliance with all
applicable legal limits for working hours and the
provision of safe and healthy housing, if applicable. We
use multiple third-party firms to help ensure integrity in
the audit, as well as a combination of announced and
unannounced audits. We also use surveillance audits as
needed to verify audit results. Every direct import factory
doing business with us must receive a passing workplace
assessment score or have an approved corrective
action plan. Factories receiving sufficiently low
performance ratings will not be allowed to produce
products for the Company until corrections have been
made and an additional audit is conducted to validate the
corrections.
• Code of Business Conduct and Ethics. Our Code of
Business Conduct and Ethics (the “Code of Ethics”)
applies to all of our employees, officers and directors and
is based on the values that we believe make Dollar
General great—honesty, fairness and respect. The Code
of Ethics reflects our commitment to human rights by
(1) codifying our commitment to serve our employees,
customers, shareholders and communities ethically, with
fairness and respect and in compliance with laws and
(2) providing a guide for navigating situations that
present potential ethical concerns.
Our Code of Ethics sets forth numerous standards
related to human rights within our operations, including
among others, those with respect to: (1) prohibiting
discrimination and harassment in our workplace;
(2) promoting a safe and healthy workplace;
(3) protecting our employees’ personal information;
(4) offering our employees fair and competitive wages
and benefits; and (5) complying with all applicable labor
and employment laws, such as child labor and forced
or compulsory labor laws. The Code of Ethics also
includes numerous measures to help us identify, assess,
prevent, mitigate, and, where appropriate remedy adverse
human rights impacts. For example, it requires our
employees, officers and directors to report to us any
suspected violation of human rights or laws within our
operations. In addition, it provides compliance guidelines
and resources (including an anonymous 24/7, 365-day
toll free hotline) for ensuring that effective mechanisms
are in place for employees to express concerns or
grievances as well as questions or uncertainty regarding
ethical and human rights matters. Dollar General forbids
retaliation against any employee based on the employee’s
good faith report of misconduct, participation in an
investigation of misconduct or participation in a lawsuit
against the Company or any person working for the
Company. Our Code of Ethics also expressly provides
that we expect our suppliers to uphold our values and
the standards it contains.
In addition, we have adopted a variety of other policies,
compliance and training programs and communications
initiatives designed to work together to reinforce a culture
of ethical behavior. We encourage employees and
vendors to share concerns openly and honestly, including
on issues of human rights, and offer a wide variety of
methods to do so.
We publish an annual Serving Others report which
further reflects and describes our commitment to
human rights and reports on certain of our human
rights initiatives and our performance with respect
to those initiatives.
Our annual Serving Others report provides information
about our corporate responsibility programs, including
select metrics from the Sustainability Accounting Standards
Board (SASB) standards for Consumer Goods—Multiline
and Specialty Retailers, and identifies where our programs
align with and support the United Nations Sustainable
Development Goals (the “UN SDGs”). As disclosed in our
most recent Serving Others report (which is publicly
available on our website), our policies and programs closely
align with and support seven of the UN SDGs: (1) zero
hunger; (2) quality education; (3) gender equality;
(4) decent work and economic growth; (5) reduced
inequalities; (6) responsible consumption and production;
and (7) climate action.
As further disclosed in our most recent Serving Others
report, to refine our corporate responsibility priorities, we
enlisted an independent third-party to conduct stakeholder
interviews, media and other research and a review of
current and pending legislation. The resulting insights
helped us identify our priority areas, about which the report
details our policies, practices and initiatives and how we
assess our performance. For example, with respect to
employee health, safety and wellbeing, we explain in the
report that our employee health and safety system (a) is
designed in accordance with ISO 45001, an internationally
recognized standard for occupational health and safety,
and (b) includes standardized policies and procedures,
training, ongoing communication, employee engagement,
recognition and accountability combined with monitoring
and use of data analytics to drive preventative strategies
and help evolve overall safety strategies and initiatives. We
also provide in the report a five-year quantitative review
of our performance with respect to certain safety metrics
(incident rate, lost time rate and employee accident-free
stores) by work location (stores and distribution centers).
In addition, the report discloses factory audit metrics for the
past year, including number of audits performed and the
overall pass rate.
We proactively review and assess our performance
with respect to human rights and make adjustments,
as appropriate.
We proactively review and assess our performance with
respect to human rights. In some cases, these reviews and
SHAREHOLDER PROPOSALS
2025 Proxy Statement
61

assessments are a component of our human rights policies.
For example, as described above, we use an independent
third-party auditing firm to audit all facilities producing
direct import merchandise for the Company to ensure
compliance with our Human Rights Policy. When a factory
does not receive a passing workplace assessment score,
we work with them on a corrective action plan to become
compliant or, if the audit reveals violation of our zero-
tolerance policies, we terminate the relationship. Pursuant
to our Code of Ethics, all employees are required to report
to us any suspected violations of the Code or law, and we
provide 24/7, 365-day toll free hotlines for employees to
anonymously report such violations. It is our policy that
such reports should be investigated promptly and that
appropriate and timely remedial action is taken.
In addition, in 2023 the Company commissioned an
independent, third-party audit of the impact of our policies
and practices on the safety and well-being of our
employees. We engaged an independent, national law firm
with an extensive workplace safety practice to conduct
the audit. The co-leaders of the firm’s workplace safety
practice led the audit, one of whom previously served as the
Commonwealth of Virginia’s Labor Commissioner and as
the President of the National Association of Government
Labor Officials, and the other of whom served as a trial
attorney for the U.S. Department of Labor for more than a
decade. In addition, the law firm retained the services of
an independent safety consultant to assist in developing
and conducting the audit.
During the course of the audit, which was overseen by our
Board of Directors, the audit team, among other things:
(1) reviewed a wide range of written and visual materials;
(2) interviewed employees from across the Company and
representing several functions (including store operations,
supply and demand chain, human resources, asset
protection, risk management, legal and investor relations,
and included individuals ranging from store associates to
store managers, district managers and regional directors,
as well as director-level and officer-level employees); and
(3) conducted select in-person site visits.
The audit team concluded that the Company has
implemented and communicated appropriate workplace
safety policies, programs, training, and standard operating
procedures and has cultivated a culture of safety, which
is supported by the number of accident-free stores and
employees, as well as incident rates at or below industry
averages for both our retail and distribution locations. The
audit team further concluded that when followed, the
Company’s policies, programs and procedures should
typically result in a workplace free from the sort of
conditions that often had been cited in federal or state
safety inspections. While the audit also revealed certain
potential obstacles to compliance with these expectations,
the audit team expressly noted that the Company has
moved and continues to move aggressively to take
corrective action with respect to these obstacles and
those actions are making a difference. A copy of the audit
report is publicly available on our website.
In 2024, we also implemented certain enhancements to our
safety policies and procedures designed to strengthen
compliance, enhance communication, and increase
employee recognition and awareness of available resources.
These enhancements are outlined in our most recent
Serving Others report.
We believe that the issue of human rights is important and
not static. We intend to continue to monitor issues that
are relevant to our operations and, when appropriate, to
make changes to our applicable policies and practices.
Conclusion
In summary, our Board of Directors opposes Proposal 5
because it believes that we already have comprehensive
policies which reflect our commitment to human rights and
address the essential objectives of Proposal 5 and
adopting an additional policy is unnecessary, redundant,
and not in the best interests of the Company or our
shareholders.
The Board of Directors unanimously recommends that shareholders vote AGAINST
Proposal 5.
SHAREHOLDER PROPOSALS
62
2025 Proxy Statement

SHAREHOLDER PROPOSAL: Publish a Food Waste
Transparency Report (ITEM 6 ON THE BALLOT)
Introduction and Board of Directors’ Recommendation
The Accountability Board, Inc. (the “Proponent”), located at
401 Edgewater Place STE 600, Wakefield, MA 01880, has
notified us that it intends to present the shareholder proposal
set forth below (“Proposal 6”) at the annual meeting. The
Proponent has provided us with documentation indicating
that it has been the beneficial owner of at least $15,000 in
market value of our common stock for at least two years.
Proposal 6 will be voted upon at the annual meeting if the
Proponent or its qualified representative properly presents
Proposal 6 at the annual meeting.
Dollar General is not responsible for the accuracy or
content of Proposal 6, which is printed verbatim as received
in accordance with SEC rules, and we have not endeavored
to correct any typographical errors it may contain.
Proposal 6 may contain assertions about Dollar General
that we believe are incorrect, and we have not tried to refute
all such inaccuracies in our response.
The Board of Directors unanimously recommends that shareholders vote AGAINST
Proposal 6 for the reasons set forth in the Board’s Statement in Opposition, which
follows Proposal 6.
Shareholder Proposal
RESOLVED: Shareholders ask Dollar General to publish a
food waste transparency report that discloses the types
and quantities of food and beverages in its waste streams
(including disposal methods) along with measurable,
timebound food waste reduction targets.
DEAR FELLOW SHAREHOLDERS:
Reducing food waste positively impacts significant policy
issues while also improving financial performance.
BlackRock says “[t]he need for solutions that…lower food
waste and provide alternatives to scarce resources has never
been greater.” Institutional Shareholder services (ISS)
calls food waste “a growing area of concern globally” that’s
“starting to be addressed by regulators.” And Glass Lewis
says it has “significant economic and environmental and
social ramifications.”
Indeed, the production of wasted food causes significant
greenhouse gas emissions and consumes vast amounts of
freshwater, fertilizer, cropland, and other resources.
Further, Forbes has reported that wasting food costs
taxpayers billions of dollars and poses “an existential risk
to grocery stores.” Meanwhile, reducing food waste can save
significant amounts of money.
In fact, the organization Champions 12.3—whose leadership
includes Nestle’s and Rabobank’s CEOs and the U.N.
Food & Agriculture Organization’s Chief Economist—
analyzed nearly 1,200 business sites (including retailers)
across 17 countries and found 99% earned a positive return
on investment through food waste reduction. Specifically,
food retailers, hotels, and foodservice companies had ROI
ratios between 5:1 and 10:1.
Against that backdrop, concerns arise about the
company’s food waste disclosures.
For example, the company’s 2023 ESG report boasts that
it “reduced our food waste footprint at over 3,800 stores.”
But what about its 16,000+ other stores?
Also, Dollar General’s ESG reports cite some figures about
expired dairy disposal (over 30,000 tons in 2022 and 2023
combined)—but don’t disclose if that was all its dairy
waste, or just the amount diverted from landfills. They
provide some figures about organic waste from stores in
California, Vermont, and one city in Texas being
composted—but without disclosing if that’s all the organic
waste generated in those markets, let alone any such
figures from other markets. And they describe sending
millions of pounds of product to food banks—but without
disclosing how much was left undonated.
Indeed, such selective disclosures fail to fully account for
the types and quantities of all the company’s food waste.
So, while shareholders know some limited diversion totals,
we’re in the dark as to how much food waste the company
generates, or what proportion of that total its disclosed
diversions represent.
Furthermore, Dollar General also hasn’t disclosed
measurable food waste reduction targets—which is
especially troubling given its recent “goal of offering
fresh produce in 10,000 stores over the next few years.”
Thus, while we recognize the limited data and disposal
efforts disclosed to date—and that food waste has been
reduced at about 20% of stores—we believe disclosure of
overall food waste totals and measurable reduction targets
could significantly advance the company’s management
and oversight of this highly consequential matter. Thank
you.
SHAREHOLDER PROPOSALS
2025 Proxy Statement
63

Board of Directors’ Statement in Opposition to Proposal 6
Our Board of Directors has carefully considered Proposal 6
and, for the reasons outlined below, believes that Proposal
6 would not meaningfully enhance our ongoing
sustainability efforts and is unnecessary and not in the
best interests of the Company or our shareholders.
Accordingly, our Board unanimously recommends that
shareholders vote AGAINST Proposal 6.
As demonstrated by our wide-ranging sustainability
policies, programs, initiatives and disclosures, we
are committed to sustainable operations that
effectively drive value for shareholders while
balancing operational, customer, community and
environmental needs.
As we work to advance our sustainability efforts, we
thoughtfully consider strategies that reduce our
environmental footprint, preserve natural resources, ensure
the vibrancy of our communities, maximize the impact of
our sustainability efforts and take operational and customer
needs into account. Based on these considerations, we
focus our current sustainability efforts on: (1) reducing
greenhouse gas emissions; (2) energy efficiency and
conservation; (3) fuel efficiency; (4) distribution center
efficiency; and (5) waste reduction and recycling. In each
of these focus areas, we have implemented wide-ranging
policies, programs and initiatives to advance our
sustainability efforts. In our annual Serving Others report,
which is publicly available on our website, we report on
these policies, programs and initiatives and publish related
performance data.
As noted above, waste reduction and recycling is one of
the principal focus areas of our sustainability program.
Based on the nature and scope of our business as a discount
retailer with stores in 48 states and Mexico and our goal
of maximizing the return on our sustainability efforts, we
have implemented robust recycling initiatives dedicated to
minimizing waste. For example, during 2024, we recycled
more than 2,000 tons of plastic, 274,000 tons of cardboard,
485 tons of paper and 6.7 million pallets, which, along
with our efficiency efforts generally, saved the equivalent
of approximately 1.9 billion gallons of water, 2.5 billion kWh
of energy and 2.6 million barrels of oil. We prioritize these
waste reduction metrics because of their significance to our
business operations and the considerable return they
deliver on our sustainability efforts.
The report requested by the Proponent would not
provide value commensurate with the cost of its
preparation.
We appreciate the Proponent’s concern for the reduction
of food waste. As disclosed in our annual Serving Others
report, we have implemented several programs to reduce
the quantity of our food waste, including (1) donating
food and beverages from our stores and distribution centers
to food banks; (2) composting organic waste from our
stores in Vermont, California and Austin, Texas;
(3) transforming unused dairy by donating milk to food
banks, transferring expired dairy to producers of animal
feed, and repurposing expired dairy in a waste-to-energy
process; and (4) carefully managing our store inventory
levels to maximize sales and minimize unsold perishables.
In addition, for several years, we have made financial
contributions to Feeding America, the largest charity
working to end hunger in the United States. Our partnership
with Feeding America has been thoughtfully designed to
not only provide financial support to help strengthen their
distribution model, but also to support capacity-building
grants for local food banks in high need markets within
our food recovery footprint.
Unlike grocery store and restaurants, the significant
majority of the stock keeping units (“SKUs”) in our inventory
are non-perishable goods and therefore do not contribute
to food waste. Nonetheless, because of our overall
commitment to sustainability and the environment, we
have undertaken the actions referenced above to reduce
our food waste. We expect to continue to carefully manage
our operations and seek to reduce our food waste, where
appropriate, in a manner aligned with the scale of our food
and beverage-related operations and the associated risks
to our business.
We report on our food waste reduction initiatives and
performance in our annual Serving Others report. The
preparation of the additional report requested by the
Proponent would require significant resources, including a
material amount of management time, effort and expense,
without providing meaningful additional information or
value that is commensurate with the cost of preparing the
report. We believe that our current level of reporting is
appropriate and provides meaningful transparency without
imposing unnecessary costs. We further believe that our
resources are better allocated to those areas that can drive
a greater environmental and operational impact across
our business.
Conclusion
In summary, our Board of Directors opposes Proposal 6
because it believes that, given the relatively small proportion
of our perishable food and beverage SKUs, our ongoing
sustainability priorities and disclosures, and the substantial
resources required to prepare the report requested by
the Proponent, the requested report would not meaningfully
add to our sustainability efforts, and, therefore, is
unnecessary and not in the best interests of the Company
or our shareholders.
The Board of Directors unanimously recommends that shareholders vote AGAINST
Proposal 6.
SHAREHOLDER PROPOSALS
64
2025 Proxy Statement

SHAREHOLDER PROPOSAL: Publish a Report on Employee
Access to Timely, Quality Healthcare (ITEM 7 ON THE BALLOT)
Introduction and Board of Directors’ Recommendation
As You Sow, located at 2020 Milvia Street, Suite 500,
Berkeley, CA 94704, on behalf of Longview LargeCap 500
Index Fund (the “Proponent”), has notified us that it intends
to present the shareholder proposal set forth below
(“Proposal 7”) at the annual meeting. The Proponent has
provided us with documentation indicating that it has been
the beneficial owner of at least $25,000 in market value of
our common stock for at least one year. Proposal 7 will be
voted upon at the annual meeting if the Proponent or its
qualified representative properly presents Proposal 7 at the
annual meeting.
Dollar General is not responsible for the accuracy or
content of Proposal 7, which is printed verbatim as received
in accordance with SEC rules, and we have not endeavored
to correct any typographical errors it may contain.
Proposal 7 may contain assertions about Dollar General
that we believe are incorrect, and we have not tried to refute
all such inaccuracies in our response.
The Board of Directors unanimously recommends that shareholders vote AGAINST
Proposal 7 for the reasons set forth in the Board’s Statement in Opposition, which
follows Proposal 7.
Shareholder Proposal
WHEREAS: Employees’ productivity and performance are
linked to their health and wellness.1 Employees struggling
with illness or medical-related stress are less able to
perform well. Poor employee healthcare access may
undermine Dollar General’s operations and slow the
implementation of its growth strategy.
Compared to other high-income nations, Americans have
the lowest life expectancy, the highest death rates from
avoidable causes and treatable conditions, and the highest
rates of people with multiple chronic conditions.2
According to a 2024 survey, 48% of insured adults worry
about affording their monthly health insurance premium,
and 21% still view costs as a barrier to getting the health
care they need.3
Dollar General operates more than 20,000 stores nationwide,
76% in states where abortion is illegal or highly restricted,
including Tennessee, where Dollar General is headquartered.
These additional restrictions in access to healthcare have
been linked to increased maternal mortality and morbidity,
alongside reduced access to all forms of care.4
A survey published in February 2023 found that 76% of
more than 2,000 current and future physicians, regardless
of specialization, would not apply to work or train in states
with abortion restrictions. For women’s health, the impact
is greater; after Idaho’s abortion ban took effect, nearly 20%
of its obstetricians left the state and two hospitals closed
their obstetrics programs.5 In 2023, states with abortion
bans saw a decline of 10.5% of medical school seniors
applying for OB-GYN residency.6
Dollar General’s workforce is 66% female7. Potential harms
to Dollar General from state-specific healthcare access
restrictions include: amplified challenges in recruiting and
retaining employees, higher employee mortality and health
challenges, and higher healthcare costs for employees
and the company. The need to ensure its employees are
well cared for is amplified as Dollar General considers
offering healthcare services.8
It is best practice for companies to affirm that they are
surveying or actively tracking the sufficiency of health care
that employees have access to, including employees’
sentiment on the timeliness, breadth, and quality of this
care. Employee-focused employers are closely monitoring
and responding to their employees’ reduced healthcare
access and healthcare quality.
RESOLVED: Shareholders request that the Board of
Directors issue a public report, omitting confidential
information and at reasonable expense, on the sufficiency
of employees’ access to timely, quality healthcare, and
discussing the Company’s strategy to ameliorate any
insufficiencies identified.
SUPPORTING STATEMENT: Proponent suggests this
analysis includes consideration of strategies beyond legal
compliance that the company may deploy to minimize or
mitigate the risks associated with the lack of access to
quality healthcare.
1 https://www.shrm.org/resourcesandtools/hr-topics/benefits/pages/wellness-productivity-link-.aspx
2 https://www.commonwealthfund.org/publications/issue-briefs/2023/jan/us-health-care-global-perspective-2022
3 https://www.kff.org/health-costs/issue-brief/americans-challenges-with-health-care-costs
4 https://www.hrw.org/news/2023/04/18/human-rights-crisis-abortion-united-states-after-dobbs
5 https://apnews.com/article/idaho-abortion-ban-doctors-leaving-f34e901599f5eabed56ae96599c0e5c2
6 https://kffhealthnews.org/news/article/analysis-pro-life-movement-abortion-maternal-health-healthbent-column/
7 https://brand-studio.fortune.com/dollar-general/how-dollar-generals-investment-in-female-talent-pays-dividends-now-and-in-the-future/
?prx_t=YHEIAAAAAAjQ8RA
8 https://www.businesswire.com/news/home/20220728005304/en/Dollar-General-Announces-Healthcare-Advisory-Panel
SHAREHOLDER PROPOSALS
2025 Proxy Statement
65

Board of Directors’ Statement in Opposition to Proposal 7
Our Board of Directors has carefully considered Proposal 7
and, for the reasons outlined below, believes that
Proposal 7 would not provide meaningful value and is
unnecessary and not in the best interests of the Company
or our shareholders. Accordingly, our Board unanimously
recommends that shareholders vote AGAINST Proposal 7.
As part of our efforts to attract and retain our over 195,000
employees, Dollar General invests significantly in the
health and well-being of our employees and offers many
channels for employee feedback and concerns.
We believe our employees are our greatest asset, and their
success is important to us. We know that our future
growth and performance and positive customer experience
depend on our ability to attract, develop, retain and
motivate qualified employees. The value that we place on
our employees is evident among our core values—“Providing
employees the opportunity for growth and development”—
and our key operating priorities—“Investing in the growth
and development of our teams.”
We offer a variety of market competitive health and
wellness programs to help our employees lead healthy
lives at work and home. While eligibility and benefit levels
vary by program, these offerings include, among others:
medical; prescription; telemedicine; dental; vision; flexible
spending accounts; health savings accounts; disability
insurance; healthy lifestyle and disease management
programs; centers of excellence surgery offerings; access
to private counseling sessions and unlimited access to free
online resources for a wide range of topics; health and
wellness-related webinars; and our Better Life Wellness
Program, which is designed to encourage a healthy lifestyle
and overall physical and behavioral well-being and offers
a variety of resources that include access to certified
counselors and health assessments to better understand
how lifestyle habits can impact overall health.
We regularly evaluate and update our benefits programs
to ensure that they remain competitive both in terms of
coverage and offerings as well as cost to the Company and
our employees. For example, in 2024, we completed a
formal request for proposal for medical and prescription
services, which confirmed that, in the current marketplace,
our incumbent health plan’s broad medical network
continues to be a good fit for our current footprint.
While we offer an expansive set of benefits, whether to
obtain any treatment or procedure is appropriately the sole
decision of the employee and the employee’s healthcare
providers, and for purposes of determining coverage under
our medical plan, by the administering insurance company.
Plan participants who receive a claims denial by the
administrator have the right to appeal the decision to
request an independent review and determination, in
accordance with federal laws.
Employee feedback, including feedback related to our
compensation and benefit offerings, is critical to helping
us remain an employer of choice. We utilize multiple
communication platforms to engage our teams and solicit
employee feedback and concerns, including in-person and
virtual CEO-led town halls, leader-led listening sessions,
engagement surveys, communication boards, training
programs, regional and national leadership meetings, and
our open-door policy, which includes the ability to provide
feedback anonymously through a toll-free hotline.
Proposal 7 would impose unnecessary and inappropriate
burdens on Dollar General without any meaningful value to
our employees or shareholders.
The scope of the requested report is overly broad and
burdensome, suggesting that we undertake an analysis of,
and report on, matters associated with broader public
healthcare policy. This undertaking would require substantial
resources above those that we already devote to providing
a comprehensive and competitive benefits package and
would not provide us with actionable information beyond
that which we already solicit through the multiple
mechanisms in place to solicit employee feedback and
concerns.
Further, human capital management is a component of our
Board of Directors’ existing risk management practices.
The CHCM Committee oversees significant matters
pertaining to our human capital management strategy,
including recruitment, retention and engagement of
employees, overall compensation philosophy and principles
for the general employee population, and our overall
benefits programs. We believe that this governance
structure is sufficient and well-equipped to evaluate any
potential risks highlighted in Proposal 7, without
undertaking additional inquiries or reporting, particularly
on policy issues that are beyond our control.
Given our commitment to hiring and retaining qualified
employees and offering market competitive and
comprehensive health benefits, along with well-established
Board oversight regarding these matters and the many
communication channels in place for employees to provide
feedback and concerns, we do not believe that the
requested report would provide meaningful value to our
employees or shareholders or that the cost of creating and
publishing the requested report would be an effective
use of Company resources.
Conclusion
In summary, our Board of Directors opposes Proposal 7
because it believes that the report would not provide
meaningful value, and, therefore, is unnecessary and not in
the best interests of the Company or our shareholders.
The Board of Directors unanimously recommends that shareholders vote AGAINST
Proposal 7.
SHAREHOLDER PROPOSALS
66
2025 Proxy Statement

SHAREHOLDER PROPOSALS FOR 2026 ANNUAL MEETING
All shareholder proposals and notices discussed below
must be mailed to Corporate Secretary, Dollar General
Corporation, 100 Mission Ridge, Goodlettsville, Tennessee
37072. Shareholder proposals and director nominations that
are not included in our proxy materials will not be
considered at any annual meeting of shareholders unless
such proposals or nominations have complied with the
requirements of our Bylaws.
Shareholder Proposals
To be considered for inclusion in our proxy materials
relating to the 2026 annual meeting of shareholders (the
“2026 Annual Meeting”), eligible shareholders must submit
proposals that comply with Rule 14a-8 under the
Exchange Act and other relevant SEC regulations for our
receipt by December 9, 2025.
New Business at 2026 Annual Meeting
To introduce new business outside of the Rule 14a-8
process or to nominate directors (other than a proxy access
nomination, which is described below) at the 2026 Annual
Meeting, or to recommend a candidate for our NGCR
Committee’s consideration, you must deliver written notice
to us, including the information required by Rule 14a-19
under the Exchange Act, if applicable, no earlier than the
close of business on January 29, 2026, and no later than the
close of business on February 28, 2026, and comply with
the advance notice provisions of our Bylaws. If we do not
receive a properly submitted proposal by February 28, 2026,
then the proxies held by our management may provide
the discretion to vote against such proposal even though
the proposal is not discussed in our proxy materials sent in
connection with the 2026 Annual Meeting.
Proxy Access
Our Bylaws contain proxy access provisions that permit a
shareholder, or a group of up to 20 shareholders, owning 3%
or more of our stock continuously for at least three years,
to nominate and include in our proxy materials candidates
for election as directors. Such shareholder or group may
nominate up to 20% of our Board, provided that the
shareholder or group and the nominee(s) satisfy the
requirements specified in our Bylaws. In order to be
properly brought before our 2026 Annual Meeting, an
eligible shareholder’s notice of nomination of a director
candidate pursuant to the proxy access provisions of our
Bylaws must be received by us no earlier than the close of
business on November 9, 2025, and no later than the
close of business on December 9, 2025, and comply with
the other relevant provisions of our Bylaws pertaining to
proxy access nominees.
2025 Proxy Statement
67

10-K

 
UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549 
 
FORM 10-K 
(Mark One) 
☒ 
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
 
For the fiscal year ended January 31, 2025, or 
 
☐ 
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
 
For the transition period from                      to                       
 
Commission file number: 001-11421 
 
DOLLAR GENERAL CORPORATION 
(Exact name of registrant as specified in its charter) 
 
TENNESSEE 
61-0502302 
(State or other jurisdiction of 
(I.R.S. Employer 
incorporation or organization) 
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 
 
Securities registered pursuant to Section 12(b) of the Act: 
 
Title of each class 
     
Trading Symbol(s) 
     
Name of each exchange on which registered 
Common Stock, par value $0.875 per share 
 
DG 
 
New York Stock Exchange 
 
Securities registered pursuant to Section 12(g) of the Act: None 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒   No ☐ 
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐   No ☒ 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during 
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 
90 days. Yes ☒   No ☐ 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of 
Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   No ☐ 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in 
Rule 12b - 2 of the Exchange Act. 
 
Large accelerated filer ☒ 
Accelerated filer ☐ 
 
Non-accelerated filer ☐ 
Smaller reporting company ☐ 
Emerging growth company ☐ 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or 
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ 
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control 
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. ☒ 
 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing 
reflect the correction of an error to previously issued financial statements.  ☐ 
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by 
any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).  ☐ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☒ 
The aggregate market value of the registrant’s common stock outstanding and held by non-affiliates as of August 2, 2024 was $17.8 billion calculated using 
the closing market price of the registrant’s common stock as reported on the NYSE on such date ($121.59). For this purpose, directors, executive officers and greater than 
10% record shareholders are considered the affiliates of the registrant. 
The registrant had 219,947,078 shares of common stock outstanding as of March 19, 2025. 
DOCUMENTS INCORPORATED BY REFERENCE 
 
Certain of the information required in Part III of this Form 10-K is incorporated by reference to the registrant’s definitive proxy statement to be filed for the 
Annual Meeting of Shareholders to be held on May 29, 2025. 
 
 

 
2 
2024 Form 10-K 
 
 
TABLE OF CONTENTS 
 
INTRODUCTION 
PART I 
 
 
ITEM 1. BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
5
 
ITEM 1A. RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
 
ITEM 1B. UNRESOLVED STAFF COMMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
 
ITEM 1C. CYBERSECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
 
ITEM 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
 
ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
 
ITEM 4. MINE SAFETY DISCLOSURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
 
INFORMATION ABOUT OUR EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
 
 
PART II 
 
 
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER 
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
 
ITEM 6. [RESERVED] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
 
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
 
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . . . . . . . .  41
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
 
 
 
 
Report of Ernst & Young, LLP, Independent Registered Public Accounting Firm (PCAOB ID:42) .  42
 
 
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
 
 
Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
 
 
Consolidated Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
 
 
Consolidated Statements of Shareholders' Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
 
 
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
 
 
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
 
 
 
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
FINANCIAL DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
 
ITEM 9A. CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
 
 
 
 
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
 
 
 
 
ITEM 9B. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
 
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS .  71
 
 
PART III 
 
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE . . . . . . . . . . . . .  72
 
ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 
AND RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR 
INDEPENDENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73
 
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73
 
 
PART IV 
 
 
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  74
 
ITEM 16. FORM 10-K SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82
 
 
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83
 
 

 
2024 Form 10-K
3
 
INTRODUCTION 
 
General 
 
This report contains references to years 2025, 2024, 2023, and 2022, which represent fiscal years ending or 
ended January 30, 2026, January 31, 2025, February 2, 2024 and February 3, 2023, respectively. Our fiscal year ends 
on the Friday closest to January 31. Our 2022 fiscal year consisted of 53 weeks, while each of the remaining years 
listed consists of 52 weeks. All of the discussion and analysis in this report should be read with, and is qualified in its 
entirety by, the Consolidated Financial Statements and related notes. 
 
Solely for convenience, our trademarks and tradenames may appear in this report without the ® or TM 
symbol which is not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights 
or the right to these trademarks and tradenames. 
 
Cautionary Disclosure Regarding Forward - Looking Statements 
 
We include “forward-looking statements” within the meaning of the federal securities laws, including the 
Private Securities Litigation Reform Act, throughout this report, particularly under the headings “Business,” 
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 
7, and “Note 7 – Commitments and Contingencies” included in Part II, Item 8, among others. You can identify these 
statements because they are not limited to historical fact or they use words such as “accelerate,” “aim,” “anticipate,” 
“assume,” “believe,” “can,” “committed,” “continue,” “could,” “drive,” “estimate,” “expect,” “focused on,” 
“forecast,” “future,” “goal,” “intend,” “likely,” “long-term,” “may,” “objective,” “ongoing,” “opportunity,” “over 
time,” “plan,” “position,” “potential,” “predict,” “project,” “prospect,” “scheduled,” “seek,” “should,” “strive,” 
“subject to,” “uncertain,” “will” or “would”  and similar expressions that concern our strategies, plans, initiatives, 
intentions, outlook or beliefs about future occurrences or results. For example, all statements relating to, among 
others, the following are forward-looking statements: 
• 
our projections and expectations regarding expenditures, costs, cash flows, results of operations, 
financial condition and liquidity;  
• 
our expectations regarding economic and competitive market conditions;  
• 
our plans, objectives, and expectations regarding future operations, growth, investments and 
initiatives, including but not limited to our real estate, store growth and international expansion 
plans, store closures, store remodels (including Project Elevate), store formats or concepts, shrink 
and damages reduction actions, inventory reduction efforts, and anticipated progress and impact of 
our strategic initiatives (including but not limited to our digital initiatives, DG Media Network, and 
pOpshelf) and our merchandising, margin enhancing, distribution/transportation efficiency 
(including but not limited to self-distribution), store manager turnover reduction and other 
initiatives;  
• 
expectations regarding sales and mix of consumable and non-consumable products, customer 
traffic, basket size, shrink, damages and inventory levels;  
• 
expectations regarding inflationary and labor pressures;  
• 
expectations regarding cash dividends and stock repurchases;  
• 
anticipated borrowing under our credit agreement and our commercial paper program;  
• 
potential impact of legal or regulatory changes or governmental assistance or stimulus programs 
and our responses thereto, including without limitation potential further federal, state and/or local 
minimum wage increases or changes to salary levels, as well as changes to certain government 
assistance programs, such as Supplemental Nutrition Assistance Program (“SNAP”) benefits, 
unemployment benefits, and economic stimulus payments; and 
• 
expected outcome or effect of pending or threatened legal disputes, governmental actions, litigation 
or audits.  
 
Forward-looking statements are subject to risks, uncertainties and other factors that may change at any time 
and may cause our actual results to differ materially from those that we expected. We derive many of these statements 
from our operating budgets and forecasts as of the date of this document, which are based on many detailed 
assumptions that we believe are reasonable. However, it is very difficult to predict the effect of known factors on 
future results, and we cannot anticipate all factors that could affect future results that may be important to you.  

 
4 
2024 Form 10-K 
 
 
Important factors that could cause actual results to differ materially from the expectations expressed in or 
implied by our forward-looking statements are disclosed under “Risk Factors” in Part I, Item 1A and elsewhere in this 
document (including, without limitation, in conjunction with the forward-looking statements themselves and under 
the heading “Critical Accounting Policies and Estimates”). All forward-looking statements are qualified in their 
entirety by these and other cautionary statements that we make from time to time in our other Securities and 
Exchange Commission filings and public communications. You should evaluate forward-looking statements in the 
context of these risks and uncertainties and are cautioned to not place undue reliance on such forward-looking 
statements. We caution you that these factors may not contain all of the factors that are important to you. We cannot 
assure you that we will realize the results, performance or developments we expect or anticipate or, even if 
substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. 
The forward-looking statements in this report are made only as of the date hereof. We undertake no obligation, and 
specifically disclaim any duty, to update or revise any forward-looking statement as a result of new information, 
future events or circumstances, or otherwise, except as otherwise required by law. 
 
You should also be aware that while we do, from time to time, communicate with securities analysts and 
others, it is against our policy to disclose to them any material, nonpublic information or other confidential 
commercial information.  Accordingly, shareholders should not assume that we agree with any statement or report 
issued by any securities analyst regardless of the content of the statement or report.   Furthermore, we have a policy 
against confirming any projections, forecasts or opinions issued by others.  Thus, to the extent that reports issued by 
securities analysts contain any projections, forecasts or opinions, such reports are not our responsibility.  
 
 

 
2024 Form 10-K
5
 
PART I 
ITEM 1. BUSINESS 
General 
We are the largest discount retailer in the United States by number of stores, with 20,662 stores located in 
48 U.S. states and Mexico as of February 28, 2025, with the greatest concentration of stores in the southern, 
southwestern, midwestern and eastern United States. Our first stores in Mexico opened in 2023. We offer a broad 
selection of merchandise, including consumable items, seasonal items, home products and apparel. Our merchandise 
includes national brands from leading manufacturers, as well as our own private brand selections with prices at 
substantial discounts to national brands. We offer our customers these national brand and private brand products at 
everyday low prices (typically $10 or less) in our convenient small-box locations. 
Our History 
J.L. Turner founded our Company in 1939 as J.L. Turner and Son, Wholesale. We were incorporated as a 
Kentucky corporation under the name J.L. Turner & Son, Inc. in 1955, when we opened our first Dollar General 
store. We changed our name to Dollar General Corporation in 1968 and reincorporated in 1998 as a Tennessee 
corporation. Our common stock was publicly traded from 1968 until July 2007, when we merged with an entity 
controlled by investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P., or KKR. In November 2009 our 
common stock again became publicly traded on the New York Stock Exchange under the symbol “DG”, and in 
December 2013 the entity controlled by investment funds affiliated with KKR sold its remaining shares of our 
common stock.  
Our Business Model 
Our long history of profitable growth is founded on a commitment to a relatively simple business model: 
providing a broad base of customers with their basic everyday and household needs, supplemented with a variety of 
general merchandise items, at everyday low prices in conveniently located, small-box stores. We continually 
evaluate the needs and demands of our customers and modify our merchandise selections and pricing accordingly, 
while remaining focused on increasing profitability, cash generation and returns for our shareholders. 
Our long-term operating priorities are: 1) driving profitable sales growth, 2) capturing growth 
opportunities, 3) enhancing our position as a low-cost operator, and 4) investing in the growth and development of 
our teams. For more information on these operating priorities, see the “Executive Overview” section of 
Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in Part II, Item 7 
of this report.  
We have achieved positive same-store sales growth each year since 1990, with the exception of 2021 which 
followed unusually high sales results in 2020 during the height of the COVID pandemic. We believe that this 
consistent growth over many years, which has taken place in a variety of economic conditions, is a result of our 
compelling value and convenience proposition, although no assurances can be given that we will achieve positive 
same-store sales growth in any given year.  
Compelling Value and Convenience Proposition.  Our ability to deliver highly competitive prices in 
convenient locations and our easy “in and out” shopping format create a compelling shopping experience that we 
believe distinguishes us from other discount retailers as well as convenience, drug, grocery, online and mass 
merchant retailers. Our slogan “Save time. Save money. Every day!”® summarizes our appeal to customers. We 
believe our ability to effectively deliver both value and convenience allows us to succeed in small markets with 
limited shopping alternatives, as well as in larger and more competitive markets. Our value and convenience 
proposition is evidenced by the following attributes of our business model: 
• 
Everyday Low Prices on Quality Merchandise.  Our research indicates that we offer a price 
advantage over most food and drug retailers and that our prices are competitive with even the 

 
6 
2024 Form 10-K 
 
 
largest discount retailers. Our ability to offer everyday low prices on quality merchandise is 
supported by our low-cost operating approach and our strategy to maintain a limited number of 
items per merchandise category, which we believe helps us maintain strong purchasing power. We 
offer nationally advertised brands at these everyday low prices in addition to offering our own 
private brands, often at substantially lower prices. 
• 
Convenient Locations.  Our stores are conveniently located in a variety of rural, suburban and 
urban communities. We seek to locate our stores in close proximity to our customers, which helps 
drive customer loyalty and trip frequency and makes us an attractive alternative to large discount 
and other large-box retail and grocery stores. 
• 
Time-Saving Shopping Experience.  We strive to provide customers with a highly convenient, easy 
to navigate shopping experience. Our small-box stores are designed to make it easier to get in and 
out quickly, and our digital tools and offerings help drive even greater convenience and additional 
access points. Our product offering includes most necessities, such as basic packaged and 
refrigerated or frozen food products, dairy products, cleaning supplies, paper products, health and 
beauty care items, greeting cards and other stationery items, basic apparel, housewares, hardware 
and automotive supplies, among others. Our convenient hours and broad merchandise offering 
allow our customers to fulfill their requirements for basic goods and minimize their need to shop 
elsewhere. 
Substantial Growth Opportunities.  We believe we have substantial long-term growth potential in the U.S., 
and we have identified significant opportunities to add new Dollar General stores in both existing and new markets. 
In addition, we have opportunities to relocate, remodel or convert locations within our existing store base to better 
serve our customers. Our attractive store economics, including a relatively low initial investment and simple, low-
cost operating approach, and our variety of store formats have allowed us to grow our store base to current levels 
and provide us significant opportunities to continue our profitable store growth strategy. We recently made the 
decision to close 45 pOpshelf stores, our unique small-box retail concept that focuses primarily on non-
consumables, and to convert an additional six pOpshelf stores to Dollar General stores, and we have paused 
expansion of this concept while we evaluate and evolve its go-forward strategy and performance. We have also 
identified international expansion, with an initial focus on Mexico, as an opportunity for growth. We opened our 
first Mi Súper Dollar General stores in Mexico in 2023 and believe there is additional growth potential in Mexico in 
the years ahead.  
Our Merchandise 
We offer a focused assortment of everyday necessities, which we believe helps to drive frequent customer 
visits, and key items in a broad range of general merchandise categories. Our product assortment provides the 
opportunity for our customers to address most of their basic shopping needs with one trip. We offer a wide selection 
of nationally advertised brands from leading manufacturers. Additionally, our private brand products offer even 
greater value with options to purchase both products that are of comparable quality to national brands as well as 
opening price point items, each often at substantial discounts to the national brands. 
Consumables is our largest merchandise category and includes paper and cleaning products (such as paper 
towels, bath tissue, paper dinnerware, trash and storage bags, disinfectants, and laundry); packaged food (such as 
cereals, pasta, canned soups, canned meats, fruits and vegetables, condiments, spices, sugar and flour); perishables 
(such as milk, eggs, bread, refrigerated and frozen food, beer, wine and produce); snacks (such as candy, cookies, 
crackers, salty snacks and carbonated beverages); health and beauty (such as over-the-counter medicines and 
personal care products including soap, body wash, shampoo, cosmetics, dental hygiene and foot care products); pet 
(such as pet supplies and pet food); and tobacco products. 
Seasonal products include holiday items, toys, batteries, small electronics, greeting cards, stationery, 
prepaid phones and accessories, gardening supplies, hardware, automotive and home office supplies. 

 
2024 Form 10-K
7
 
Home products include kitchen supplies, cookware, small appliances, light bulbs, storage containers, 
frames, candles, craft supplies and kitchen, bed and bath soft goods. 
Apparel includes basic items for infants, toddlers, girls, boys, women and men, as well as socks, 
underwear, disposable diapers, shoes and accessories. 
The percentage of net sales of each of our four categories of merchandise for the fiscal years indicated 
below was as follows: 
 
     
2024 
     
2023 
     
2022 
 
Consumables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
  
 82.2 % 
 81.0 % 
 79.7 % 
Seasonal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
  
 10.0 % 
 10.6 % 
 11.0 % 
Home products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
  
 5.1 % 
 5.6 % 
 6.2 % 
Apparel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
  
 2.7 % 
 2.8 % 
 3.1 % 
 
Our seasonal and home products categories typically account for the highest gross profit margins, and the 
consumables category typically accounts for the lowest gross profit margin. 
The Dollar General Store 
The typical Dollar General store staff includes a store manager, one or more assistant store managers, and 
three or more sales associates. Our stores generally feature a low-cost, no frills building with limited capital 
requirements, a low operating cost approach, and a focused merchandise offering within a broad range of categories, 
allowing us to deliver competitive retail prices while generating strong cash flows and capital investment returns. 
Our stores currently average approximately 7,500 square feet of selling space, and approximately 80% of our stores 
are located in towns of 20,000 or fewer people. Our primary new store format currently averages selling space of 
approximately 8,500 square feet. We generally have had good success in locating suitable store sites in the past, and 
we believe that there is ample opportunity for new store growth in existing and new markets. In addition, we believe 
we have significant opportunities available for our relocation and remodel programs. 
Our store growth over the past three years is summarized in the following table: 
 
     Stores at      
 
     
 
     
Net 
     
 
 
 
 
Beginning  
Stores  
Stores  
Store  
Stores at  
Year 
 
of Year  
Opened  
Closed  
Increase  
End of Year  
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
 18,130    1,039   
 65   
 974   
 19,104  
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
 19,104   
 987    105   
 882   
 19,986  
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
 19,986   
 725    117   
 608   
 20,594  
 
Our Customers 
Our customers seek value and convenience. Depending on their financial situation and geographic 
proximity, customers’ reliance on Dollar General varies from fill-in shopping, to making periodic trips to stock up 
on household items, to making weekly or more frequent trips to meet most essential needs. We generally locate our 
stores and plan our merchandise selections to best serve the needs of our core customers, the low and fixed income 
households often underserved by other retailers (including grocers), and we are focused on helping them make the 
most of their spending dollars. At the same time, however, Dollar General shoppers from a wide range of income 
brackets and life stages appreciate our quality merchandise as well as our attractive value and convenience 
proposition. 
Our Suppliers 
We purchase merchandise from a wide variety of suppliers and maintain direct buying relationships with 
many producers of national brand merchandise. Despite our broad offering, we maintain a relatively limited number 
of items per category, which supports our low average cost. Our two largest suppliers accounted for approximately 

 
8 
2024 Form 10-K 
 
 
11% and 8%, respectively, of our purchases in 2024. Our private brands come from a wide variety of suppliers. We 
directly imported approximately 4% of our purchases at cost in 2024.  
Distribution and Transportation 
Our stores are currently supported by distribution centers for frozen, refrigerated and non-refrigerated 
merchandise located strategically throughout our geographic footprint. In addition to our traditional distribution 
centers, we operate multiple temperature-controlled distribution facilities in support of our self-distribution of frozen 
and refrigerated goods, such as dairy, deli and frozen products. We lease additional temporary warehouse space as 
necessary to support our distribution needs. We regularly analyze and rebalance the distribution network with a goal 
of ensuring that it remains efficient and provides the service levels our stores require. See “—Properties” below for 
additional information pertaining to our distribution centers. 
Most of our merchandise flows through our distribution centers and is delivered to our stores by our private 
fleet and by third-party trucking firms, utilizing our trailers. In addition, vendors or third-party distributors deliver or 
ship certain food items and other merchandise directly to our stores. 
Seasonality 
The nature of our business is somewhat seasonal. Generally, our operating profit is greater in the fourth 
quarter, which includes the Christmas selling season, as compared with operating profit in each of the first three 
quarters of our fiscal year. In addition, our quarterly results can be affected by the timing of certain holidays, new 
store openings, remodels, relocations, store closings, and weather patterns. See “Item 7. Management’s Discussion 
& Analysis of Financial Condition and Results of Operation” for further discussion of seasonality. 
Our Competition 
We operate in the basic discount consumer goods market, which is highly competitive with respect to price, 
customers, store location, merchandise quality, assortment and presentation, service offerings, in-stock consistency, 
customer service, promotional activity, employees, and market share. We compete with discount stores and many 
other retailers, including mass merchandise, warehouse club, grocery, drug, convenience, variety, online, and certain 
specialty stores. These other retail companies operate stores in many of the areas where we operate, and many of 
them engage in extensive advertising and marketing efforts. Our direct competitors include Family Dollar, Dollar 
Tree, and various local, independent operators, as well as Walmart, Target, Kroger, Aldi, Costco, Sams Club, BJ’s 
Wholesale Club, Walgreens, CVS, and Rite Aid, among others. Certain of our competitors have greater financial, 
distribution, marketing and other resources than we do and may be able to secure better arrangements from suppliers 
than we can. Competition is intense and we believe it will continue to be so, with certain competitors reducing their 
store locations while others move into or increase their presence in our geographic and product markets and increase 
the availability of mobile, web-based and other digital technology to facilitate a more convenient and competitive 
online and in-store customer shopping experience. 
We believe that we differentiate ourselves from other forms of retailing by offering competitive prices in a 
convenient, small-store format. We are able to maintain competitive prices due in part to our low-cost operating 
approach and the relatively limited assortment of products offered. Purchasing large volumes of merchandise within 
our focused assortment in each merchandise category allows us to keep our average product costs low, contributing 
to our ability to offer competitive everyday prices to our customers. See “Item 1A. Risk Factors” for further 
discussion of our competitive situation. 
Our Intellectual Property 
We own marks that are registered with the United States Patent and Trademark Office and are protected 
under applicable intellectual property laws, including, without limitation, Dollar General®, DG®, Clover Valley®, 
trueliving®, pOpshelf®, and Mi Super Dollar General® along with variations and formatives of these trademarks. 
We attempt to obtain registration of our trademarks whenever practicable and to pursue vigorously any infringement 
of those marks. Our trademark registrations have various expiration dates; however, assuming that the trademark 

 
2024 Form 10-K
9
 
registrations are properly renewed, they have a perpetual duration. We also hold an exclusive license to the Rexall 
brand through at least March 5, 2032. 
Human Capital Resources 
At Dollar General, a foundational element in how we operate is exemplified in our fourth operating priority 
– Investing in the growth and development of our teams.  Building on our core value of respecting the dignity and 
differences of others, our goal is to create a work environment where each employee is encouraged and empowered 
to bring their unique perspective and voice to work each day. Based on a talent philosophy of “Attract, Develop, and 
Retain”, whether an individual works in a store, a distribution center, our store support center or our international 
offices, over the last 85+ years, we have helped millions of individuals start and progress in their careers, providing 
employees with numerous opportunities to gain new skills and develop their talents, supported by our award-
winning training and development programs.  
Attract 
We seek to provide market competitive compensation and benefits packages that attract talent to the 
organization and then retain and incent employees for performance. Although eligibility for and the level of benefits 
vary depending on the employee’s full-time or part-time status, compensation level, date of hire, and/or length of 
service, the broad range of benefits we provide or make available may include: medical, prescription, telemedicine, 
dental and vision plans; flexible spending accounts; disability insurance; 401(k) plan; paid vacation; employee 
assistance programs with access to legal assistance and counseling; healthy lifestyle and disease management 
programs; education assistance benefits; parental leave; adoption assistance; service award recognition; and a broad 
range of discounts for other products and services. To help measure the success of our overall employee 
compensation and benefits programs, we monitor employee applicant flow and staffing levels across the 
organization, as well as employee turnover, particularly at the store manager level. In addition, we conduct regular 
employee surveys to assess engagement and identify opportunities for improvement. 
Develop 
As a testament to our employee development efforts, we were inducted into Training magazine’s Hall of 
Fame, following two consecutive years as the magazine’s top training and development program and rounding out 
10 consecutive years among its Top 100 list. In 2024, we estimate we invested over four million training hours in 
our employees to promote their education and development.  
We enhance our development programs each year based on the current needs of our employees and the 
business. We offer a variety of differentiated programs, including mentorship, cohorts, and leader-led and 
experiential opportunities to ensure there is a path of development for all employees. 
Our internal placement rate helps us measure the success of our development programs. As of February 28, 
2025, we employed approximately 194,200 full-time and part-time employees, including divisional and regional 
managers, district managers, store managers, other store employees, and distribution center, fleet and administrative 
employees. As of the end of 2024, more than 70% of store managers and thousands of additional employees, 
including the majority of our senior leadership, have been placed from within our organization. 
Retain 
We strive to create an environment where our employees feel respected, safe, empowered, and valued. We 
regularly monitor retention and engagement levels across the organization through a variety of means, working to 
understand what is important to our employees and how we can best continue to meet their evolving needs.  
Compliance with Governmental Regulations 
Our operations are subject to the applicable federal, state, local and foreign laws, rules, and regulations of 
the jurisdictions in which we operate or conduct business. These laws, rules and regulations relate to, among other 

 
10 2024 Form 10-K 
 
 
things, the sale of products, including without limitation, product and food safety, marketing and labeling; 
information security and privacy; labor and employment; employee wages and benefits; health and safety; real 
property; public accommodations; anti-bribery; financial reporting and disclosure, including disclosures related to 
environmental, social and governance matters; pricing; antitrust and fair competition; anti-money laundering; 
distribution; transportation; imports and customs; intellectual property; taxes; and environmental compliance. 
We routinely incur significant compliance-related costs, both direct and indirect, including those related to 
store standards and labor. Although we may incur additional material compliance-related costs in the future, to date, 
other than the expenses referenced above, compliance with these laws, rules and regulations has not had a material 
effect on our capital expenditures, earnings or competitive position. Many of our entry-level store employees are 
paid at rates in line with the applicable state minimum wage, and consequently, in certain situations, increases to 
such wage rates have increased our labor costs. If federal, state and/or local minimum wage rates/salary levels were 
to further increase significantly and/or rapidly, compliance with such increases could adversely affect our earnings. 
Additionally, if significant changes in the federal, state or foreign corporate tax rates occur in the future, such 
change could adversely affect our overall effective tax rate and earnings. See “Item 1A. Risk Factors” for additional 
information regarding government regulations that could impact our business.  
Available Information 
Our Internet website address is www.dollargeneral.com. The information on our website is not 
incorporated by reference into, and is not a part of, this Form 10-K. We file with or furnish to the Securities and 
Exchange Commission (the “SEC”) annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports 
on Form 8-K, and any amendments to those reports, as well as proxy statements and annual reports to shareholders, 
and, from time to time, registration statements and other documents pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934, as amended (the “Exchange Act”). These documents are available free of charge 
to investors on or through the Investor Information section of our website (https://investor.dollargeneral.com) as 
soon as reasonably practicable after we electronically file them with or furnish them to the SEC. The SEC also 
maintains an internet site that contains reports, proxy and information statements and other information regarding 
issuers, such as Dollar General, that file electronically with the SEC. The address of that website is 
http://www.sec.gov. 
 
 

 
2024 Form 10-K 11
 
ITEM 1A. RISK FACTORS   
Investment in our Company involves risks. You should carefully consider the risks described below and the 
other information in this report and other filings that we make from time to time with the SEC, including our 
consolidated financial statements and accompanying notes. Any of the following risks could materially and 
adversely affect our business, financial condition, results of operations or liquidity. These risks are not the only risks 
we face. Our business, financial condition, results of operations or liquidity could also be adversely affected by 
additional factors that apply to all companies generally or by risks not currently known to us or that we currently 
view to be immaterial. We can provide no assurance and make no representation that our risk mitigation efforts, 
although we believe they are reasonable, will be successful. 
Business, Strategic and Competitive Risks 
Economic factors may reduce our customers’ confidence and spending, impair our ability to execute our 
strategies and initiatives, and increase our costs and expenses, which could result in materially decreased sales 
and/or profitability.  
Many of our customers have fixed or low incomes and limited discretionary spending dollars. Any factor 
that could adversely affect their disposable income could decrease our customers’ confidence and spending or cause 
them to shift their spending to our lower margin product choices, which could result in materially decreased sales 
and/or profitability. Factors that could reduce, and in many cases have reduced, our customers’ disposable income 
include but are not limited to high unemployment or underemployment levels or decline in real wages; inflation; 
pandemics; higher fuel, energy, 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; and 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. 
Many of the economic factors listed above, as well as 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); foreign exchange rate fluctuations; measures that create barriers to or increase the costs of international 
trade (including increased import duties or tariffs, some of which have been announced and are expected to begin in 
2025); changes in applicable laws and regulations (including tax laws related to the corporate tax rate); and other 
economic factors, also could impair our ability to successfully execute our strategies and initiatives, as well as 
increase our cost of goods sold and selling, general and administrative expenses (including real estate and building 
costs), and may have other adverse consequences that we are unable to fully anticipate or control, all of which may 
materially decrease our sales or profitability. 
While accelerating levels of inflation in the United States moderated in 2023 and 2024, inflation remains 
elevated in certain areas, including food. If food (and in particular, “food at home”) inflation accelerates again, we 
may not be able to adjust prices sufficiently to offset the effect without negatively impacting customer demand or 
our overall gross margin. Additionally, to the extent that these inflationary pressures result in a recessionary 
environment, we may experience material adverse effects on our business, results of operations and cash flows. For 
more information, see the “Executive Overview” section of Management’s Discussion and Analysis of Financial 
Condition and Results of Operations, included in Part II, Item 7 of this report.  
Our plans depend significantly on strategies, initiatives and investments designed to increase sales and 
profitability and improve the efficiencies, costs and effectiveness of our operations, and failure to achieve or 
sustain these plans could materially affect our results of operations. 
We have short-term and long-term strategies, initiatives and investments (such as those relating to 
merchandising, real estate and new store development, mature stores and store remodels (including Project Elevate), 
international expansion, store formats and concepts (including pOpshelf), digital, marketing, shrink, damages, 
sourcing, private brand, inventory management, supply chain, private fleet, store operations, expense reduction, and 
technology) in various stages of testing, evaluation, and implementation, which are designed to continue to improve 
our results of operations and financial condition. The effectiveness of these initiatives is inherently uncertain, even 

 
12 2024 Form 10-K 
 
 
when tested successfully, and is dependent on a number of factors such as consistency of training and execution, 
workforce stability, ease of execution and scalability, and customer adoption, as well as the absence of offsetting 
factors that can influence results adversely. The number and diverse geographic locations of our stores and 
distribution centers and our decentralized day-to-day field management also contribute to the challenging nature of 
these factors. Other risk factors described herein also could negatively affect general implementation. Failure to 
achieve successful or cost-effective implementation of our initiatives could materially and adversely affect our 
business, results of operations and financial condition. For example, in the fourth quarter of 2024, we recorded a 
significant impairment expense, the majority of which relates to pOpshelf stores.  
The success of our merchandising initiatives, particularly those related to non-consumable products 
(including pOpshelf) and efforts to increase sales of higher margin products within the consumables category, 
further depends in part upon our ability to accurately predict the products that our customers will demand and to 
accurately identify and timely respond to evolving trends in consumer preferences and demographic mixes in our 
markets. If we are unable to select and timely obtain products that are attractive to customers and at costs that allow 
us to sell them at an acceptable profit, or to effectively market such products, it could result in materially decreased 
sales and profitability. Despite these initiatives, our sales mix continued to shift from non-consumables toward 
consumables in 2024, and our consumables sales as a percentage of total sales is currently at historical highs. 
Additionally, factors negatively affecting our customers’ disposable income can have (and we believe recently have 
had) a larger negative impact on non-consumables sales results than consumables sales results and on our pOpshelf 
concept.  
The success of DG Media Network, which is our platform for connecting brand partners with our 
customers to drive even greater value for each, further depends on our ability to successfully gather target customer 
audiences (which may, in turn, depend upon the success of our various digital initiatives) that deliver consistent, 
predictable and beneficial returns on advertising spending to generate interest and demand from our brand partners, 
as well as to properly handle and secure all sensitive customer data. 
We face intense competition that could limit our growth opportunities and materially and adversely 
affect our results of operations and financial condition.  
The retail business is highly competitive with respect to price, customers, store location, merchandise 
quality, product assortment and presentation, service offerings, product sourcing and supply chain capacity, in-stock 
consistency, customer service, ease of shopping experience (including but not limited to various modes of shopping, 
including online alternatives and delivery), promotional activity, employees, and market share. We compete with 
discount stores and many other retailers, including mass merchandise, warehouse club, grocery, drug, convenience, 
variety, online retailers, and certain specialty stores. To maintain our competitive position, we may be required to 
lower prices, either temporarily or permanently, and may have limited ability to increase prices in response to 
increased costs, resulting in lower margins and reduced profitability.  Certain of our competitors have greater 
financial, distribution, marketing and other resources, and may be able to secure better arrangements with suppliers, 
than we.  
Competition is intense, and is expected to continue to be so, with certain competitors reducing their store 
locations while others enter or increase their presence in our geographic and product markets (including through the 
expansion of availability of delivery services) and expand availability of mobile, web-based and other digital 
technologies to facilitate a more convenient and competitive online and in-store shopping experience. We currently 
do not offer traditional online shopping to a significant degree and have seen a greater willingness of our customers 
to adopt online shopping. In addition, if our competitors or others were to enter our industry sector in a significant 
way, including through alliances or other business combinations, it could significantly alter the competitive 
dynamics of the retail marketplace and result in competitors with greatly improved competitive positions, which 
could materially affect our financial performance. Our ability to effectively compete will depend substantially upon 
our continued ability to develop and execute compelling and cost-effective strategies and initiatives. If we fail to 
anticipate or respond effectively to competitive pressures, industry changes and customer preferences and shopping 
habits, it could materially affect our results of operations and financial condition. 

 
2024 Form 10-K 13
 
Operational Risks 
If we cannot timely and cost-effectively execute our real estate projects and timely meet our financial 
expectations, or if we do not anticipate or successfully address the challenges imposed by our expansion, 
including into new countries or domestic markets, states, or urban or suburban areas, it could materially impede 
our planned future growth and our profitability. 
Delays in or failure to complete a significant portion of our real estate projects, or failure to meet our 
financial expectations for these projects, could materially and adversely affect our growth and our profitability. Our 
ability to timely and profitably open, relocate and remodel stores and expand into additional market areas is a key 
component of our planned future growth and may depend in part on: the availability of suitable store locations and 
capital funding; the absence of entitlement process, permitting or occupancy delays, including zoning restrictions 
and moratoria on small box discount retail development such as those passed by certain local governments in areas 
where we operate or seek to operate; supply chain volatility resulting in delivery delays, and in some cases, lack of 
availability of store equipment, building materials, and store merchandise for resale; the ability to negotiate 
acceptable lease and development terms (for example, interest rates, real estate development requirements and cost 
of building materials and labor), to cost-effectively hire and train qualified new personnel, especially store 
managers, and to identify and accurately assess sufficient customer demand; and general economic conditions. 
While we continued to experience certain of these factors at heightened levels in 2024, to date, they have not 
materially impaired our ability to complete our planned real estate projects or growth, and thus, have not had a 
material adverse effect on our financial performance.  However, if the levels which we have experienced escalate or 
remain elevated for an extended period of time, we expect that they could have a material adverse effect on our 
ability to complete our future planned real estate projects or growth, and in turn, a material adverse effect on our 
financial performance. Despite inflation moderation and some recent declines in interest rates, both inflation and 
interest rates remain at elevated levels, which significantly increases our new store opening costs and occupancy 
costs, pressuring new store returns and influencing our new store growth plans.  
We also may not anticipate or successfully address all of the challenges imposed by the expansion of our 
operations (including our pOpshelf and Mi Super Dollar General store concepts), including into new countries or 
domestic markets, states or urban or suburban areas where we have limited or no meaningful experience or brand 
recognition. Those areas may have different regulatory environments, competitive and market conditions, consumer 
tastes and discretionary spending patterns than our existing markets, as well as higher cost of entry and operating 
costs. These factors and other factors not currently contemplated may cause our new stores to be less profitable than 
stores in our existing markets, which could slow future growth in these areas or cause one or more of our concepts to 
be unsuccessful. In addition, many new stores will be located in areas where we have existing stores, which 
inadvertently may temporarily or permanently divert a larger than anticipated number of customers and sales from 
our existing stores, thereby adversely affecting our overall financial performance. We recently announced our plans 
to close 45 pOpshelf stores and convert an additional six to Dollar General stores in the first quarter of 2025, as well 
as our incurring of significant impairment charges, the majority of which relate to the pOpshelf stores. Although we 
are taking focused action in 2025 to improve the performance of pOpshelf stores, there can be no assurances that our 
efforts will be successful. 
Inventory shrinkage and damages may negatively affect our results of operations and financial 
condition. 
We experience significant inventory shrinkage and damages. Although some level of inventory shrinkage 
and damages is an unavoidable cost of doing business, higher rates of inventory shrinkage and damages or increased 
security measures or other costs to combat inventory theft could adversely affect our results of operations and 
financial condition. During 2024, our inventory shrink and damages levels remained significantly elevated and 
materially impacted our results. In addition, sustained high rates of inventory shrink at certain stores have 
contributed, and may continue to contribute, to the closure of certain stores and the impairment of long-term assets. 
There can be no assurance that we will be successful in our efforts to contain or reduce inventory shrinkage and 
damages. 

 
14 2024 Form 10-K 
 
 
Our cash flows from operations, profitability and financial condition may be negatively affected if we 
are not successful in managing our inventory balances. 
Our inventory balance represented approximately 47% of our total assets exclusive of goodwill, operating 
lease assets, and other intangible assets as of January 31, 2025. Efficient inventory management is a key component 
of our business success and profitability. We must maintain sufficient inventory levels and an appropriate product 
mix to meet our customers’ demands without allowing those levels to increase such that the costs to store and hold 
the goods unduly impacts our financial results, increases the risk of inventory shrinkage or damages or impacts store 
standards. If we do not accurately predict customer trends, spending levels, or price sensitivity, we may have to take 
unanticipated or greater-than-anticipated markdowns to dispose of the excess inventory, which also can adversely 
affect our financial results. We continue to focus on ways to reduce these risks and ensure the right products are on 
the shelves for our customers, but we cannot make assurances that we will be successful in our inventory 
management. If we are not successful in managing our inventory balances, our cash flows from operations and 
financial condition may be negatively affected. 
Failure to maintain the security of our business, customer, employee or vendor information or to comply 
with privacy laws could expose us to litigation, government enforcement actions and costly response measures, 
and could materially harm our reputation and affect our business and financial performance. 
In connection with sales, we transmit confidential credit and debit card information which is encrypted 
using point-to-point encryption. We also have access to, collect or maintain certain private or confidential 
information regarding our customers, employees and their dependents, and vendors, as well as our business. Some 
of this information is stored electronically in connection with our e-commerce and mobile applications, some of 
which may leverage third-party service providers. Additionally, we may share information with and depend upon 
select vendors to assist us in conducting our business. While we have implemented procedures and technology 
intended to protect such information and require appropriate controls of our vendors, external attackers could 
compromise such controls and result in unauthorized disclosure of such information, as attacks are becoming 
increasingly sophisticated, may include attacks on our third-party business partners, and do not always or 
immediately produce detectable indicators of compromise. Moreover, inadvertent or malicious internal personnel 
actions could result in a defeat of security measures and a compromise of our or our third-party vendors’ 
information systems. Furthermore, if a vendor is the victim of a cyberattack, including a ransomware attack, such 
attack could have a corresponding material effect on our ability to do business with that vendor or to receive 
information that may be required to timely prepare our financial statements. Due to the political tensions involving 
China, the conflict between Russia and Ukraine and the conflict in the Middle East, there is an increased likelihood 
that escalation of tensions could result in cyberattacks that could directly or indirectly impact our operations. Like 
other retailers, we and our vendors have experienced threats to, and incidents involving, data and systems, including 
by perpetrators of attempted random or targeted malicious attacks; computer malware, ransomware, bots, or other 
destructive or disruptive hardware and/or software; and attempts to misappropriate our and our customers’ 
information and cause system failures and disruptions, although to date none have been material to our business. If 
attackers obtain customer, employee or vendor passwords through unrelated third-party breaches, and if impacted 
customers, employees, or vendors do not employ good online security practices (e.g., use the same password across 
different sites or do not use available multifactor authentication options), these passwords could be used to gain 
access to their information or accounts with us in certain situations. 
Because we accept debit and credit cards for payment, we are subject to industry data protection standards 
and protocols, such as the Payment Card Industry Data Security Standards, issued by the Payment Card Industry 
Security Standards Council. Nonetheless, we or our applicable payment processing partner(s), may be vulnerable to, 
and unable to detect and appropriately respond to, cardholder data security breaches and data loss, including 
successful attacks on applications, systems, or networks.  
A significant security breach of any kind experienced by us or one of our vendors, which could be 
undetected for a period of time, or a significant failure by us or one of our vendors to comply with applicable 
privacy and information security laws, regulations, standards, and related reporting requirements could expose us to 
risks of data loss, litigation, government enforcement actions, fines or penalties, credit card brand assessments, 
negative publicity and reputational harm, business disruption and costly response measures (e.g., providing 

 
2024 Form 10-K 15
 
notification to, and credit monitoring services for, affected individuals, as well as further upgrades to our security 
measures; procuring a replacement vendor if one of our current vendors is unable to fulfill its obligations to us due 
to a cyberattack or incident) which may not be covered by or may exceed the coverage limits of our insurance 
policies, and could materially disrupt our operations. Any resulting negative publicity could significantly harm our 
reputation which could cause us to lose market share because of customers discontinuing the use of our e-commerce 
and mobile applications or debit or credit cards in our stores or not shopping in our stores altogether and could 
materially and adversely affect our business and financial performance. 
Material damage or interruptions 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 could materially and adversely affect our business and results of operations. 
We depend on a variety of information technology systems, including systems owned and managed by 
third-party vendors, for the efficient functioning of our business, including, without limitation, transaction 
processing and the management of our employees, facilities, logistics, inventories, stores and customer-facing digital 
applications and operations. Such systems are subject to damage or interruption from power surges and outages, 
facility damage, physical theft, computer and telecommunications failures, inadequate or ineffective redundancy, 
malicious code (including malware, ransomware, or similar), successful attacks (e.g., account compromise; 
phishing; denial of service; and application, network or system vulnerability exploitation), software upgrade failures 
or code defects, natural disasters and human error. Due to the political tensions involving China, the conflict 
between Russia and Ukraine and the conflict in the Middle East, there is an increased likelihood that escalation of 
tensions could result in cyberattacks that could either directly or indirectly impact our operations. A system breach 
or failure, design defects, damage to, or interruption to these systems may require a significant investment to repair 
or replace, disrupt our operations and affect our ability to meet business and reporting requirements, result in the 
loss or corruption of critical data, and harm our reputation, all of which could materially and adversely affect our 
business or results of operations. Additionally, costs of securing our systems against failure or attack continue to 
rise. 
Our technology initiatives may not deliver desired results or may do so on a delayed schedule. We rely 
heavily on our information technology staff to fulfill our technology initiatives while continuing to provide 
maintenance on existing systems, as well as on third parties to maintain and periodically upgrade many of these 
systems so that they can continue to support our business. Further, we license the software programs supporting 
many of our systems from independent software developers. The inability or failure of these vendors, developers or 
us to continue to maintain and upgrade these systems and software programs or efficiently implement and integrate 
new systems could disrupt or reduce the efficiency of our operations or retain vulnerability exploitation risk if we 
were unable to convert to alternate systems in an efficient and timely manner and could expose us to greater risk of a 
successful attack. There are also risks associated with our continued integration of artificial intelligence and machine 
learning within our technology systems. In addition, costs and delays for any reason associated with the 
implementation of new or upgraded systems and technology, including our current migration of applications to the 
cloud, modernization of legacy systems (including our Finance and Human Resources enterprise resource planning 
system) and implementation of our new point of sale system, or with maintenance or adequate support of existing 
systems also could disrupt or reduce the efficiency of our operations, fail to operate as designed, result in the 
potential loss or corruption of data or information or lost sales, cause business interruptions, inhibit our ability to 
innovate, and affect our ability to meet business and reporting requirements and adversely affect our profitability. 
A significant disruption to our distribution network, the capacity of our distribution centers or the timely 
receipt of inventory could adversely affect sales or increase our transportation costs, which would decrease our 
profitability. 
We rely on our distribution and transportation network to provide goods to our stores timely and 
cost - effectively. Using various transportation modes, including ocean, rail, and truck, we and our vendors move 
goods from vendor locations to our distribution centers and our stores, and we also lease additional temporary 
warehouse space as necessary to support our distribution needs. Any disruption, unanticipated or unusual expense or 
operational failure related to this process (including, without limitation, inventory receipt and delivery delays; 
increases in fuel costs; increases in transportation costs, including increased import freight costs, carrier or driver 

 
16 2024 Form 10-K 
 
 
wages (as a result of driver shortages or otherwise); earlier than expected receipt of seasonal inventory leading to 
capacity constraints which can be exacerbated by unexpected delays in acquiring additional temporary warehouse 
space sufficient for our inventory needs; a decrease in transportation capacity for overseas shipments or port 
closures; labor shortages; or work stoppages or slowdowns) could negatively impact sales and profits. Labor 
shortages or work stoppages or slowdowns in the transportation industry or disruptions to the national and 
international transportation infrastructure that necessitate our securing alternative labor or shipping suppliers could 
also increase our costs or otherwise negatively affect our business.  
We maintain a network of distribution facilities and expect to build or lease new facilities (including 
temperature-controlled distribution centers) to support our growth objectives and strategic initiatives. Delays in 
opening such facilities could adversely affect our financial performance by slowing store growth or the 
rollout/development of certain strategic initiatives, which may in turn reduce revenue growth and/or profitability, or 
by increasing transportation and product costs. In addition, distribution-related construction or expansion projects 
entail risks that could cause delays and cost overruns, such as: availability of temperature-controlled distribution 
centers and refrigerated transportation equipment; shortages of materials or skilled labor; work stoppages; 
unforeseen construction, scheduling, engineering, environmental or geological problems; weather interference; fires 
or other casualty losses; and unanticipated cost increases. For these reasons, the completion date and ultimate cost of 
these projects could differ significantly from initial expectations, and we cannot guarantee that any project will be 
completed on time or within established budgets. 
Risks associated with or faced by our suppliers could adversely affect our financial performance. 
We source our merchandise from a wide variety of domestic and international suppliers, and we depend on 
them to supply merchandise in a timely and efficient manner and in the large volumes that we may require. In 2024, 
our two largest suppliers accounted for approximately 11% and 8% respectively, of our purchases. If one or more of 
our current sources of supply became unavailable or no longer offered us acceptable pricing terms, we believe we 
generally would be able to obtain alternative sources, but it could increase our merchandise costs and supply chain 
lead time and expenses, result in a temporary reduction in store inventory levels, and reduce the selection and 
quality of our merchandise. An inability to obtain alternative sources could materially decrease our sales. 
Additionally, if a supplier fails to deliver on its commitments, we could experience merchandise out - of - stocks that 
could lead to lost sales and reputational harm. Further, failure of suppliers to meet our compliance protocols could 
prolong our procurement lead time, resulting in lost sales and adverse margin impact. 
We directly imported approximately 4% of our purchases (measured at cost) in 2024, but many of our 
domestic vendors directly import their products or components of their products. Changes to the prices and flow of 
these goods often are for reasons beyond our control, such as political or civil unrest, acts of war, disruptive global 
political events (for example, political tensions involving China, the conflict between Russia and Ukraine and the 
conflict in the Middle East), currency fluctuations, tariffs and duties, disruptions in maritime lanes, port labor 
disputes, economic conditions and instability in countries in which foreign suppliers are located, the financial 
instability of suppliers, suppliers’ failure to meet our terms and conditions or our standards, issues with our 
suppliers’ labor practices or labor problems they may experience (such as strikes, stoppages or slowdowns, which 
could also increase labor costs during and following the disruption), the availability and cost of raw materials, 
pandemic outbreaks, merchandise quality or safety issues, transport availability and cost, increases in wage rates and 
taxes, transport security, inflation, and other factors relating to suppliers and the countries in which they are located 
or from which they import. Such changes could adversely affect our operations and profitability. 
While we are working to diversify our sources of imported goods to include Southeast Asia, India, South 
America and Mexico, a substantial amount of our imported merchandise comes from China, and thus, a change in 
the Chinese leadership, the effects of pandemic outbreaks, economic and market conditions, internal economic 
stimulus actions, or currency or other policies, as well as trade and other relations between China and the United 
States and increases in costs of labor, could negatively impact our merchandise costs. In addition, the United States’ 
foreign trade policies, duties, tariffs and other impositions on imported goods, trade sanctions imposed on certain 
countries (particularly China) and entities, import limitations on certain types of goods or goods containing certain 
materials and other factors relating to foreign trade, including but not limited to port labor agreements, are beyond 
our control. Duties increased on certain products imported from China and Southeast Asian countries in 2024, and 

 
2024 Form 10-K 17
 
the current U.S. administration has imposed tariffs and could further significantly increase tariffs on goods from 
China, Mexico, Canada and other countries. These and other factors affecting our suppliers and our access to 
products could adversely affect our business and financial performance. If we increase our product imports from 
foreign vendors, the risks associated with these imports also will increase, and we may be exposed to additional or 
different risks as we increase imports of goods produced in countries other than China. 
Failure to attract, develop and retain qualified employees while controlling labor costs, as well as other 
labor issues, including employee safety issues, could adversely affect our financial performance. 
Our future growth and performance, positive customer experience and legal and regulatory compliance 
depends on our ability to attract, develop, retain and motivate qualified employees while operating in an industry 
that has historically been challenged by high rates of employee turnover. Our ability to meet our labor needs, while 
controlling our labor costs, is subject to many external factors, including competition for and availability of qualified 
personnel, unemployment levels, wage rates and salary levels (including the heightened possibility of increased 
federal and further increased state and/or local minimum wage rates/salary thresholds), health and other insurance 
costs, changes in employment and labor laws or other workplace regulations (including those relating to employee 
benefit programs such as health insurance and paid leave programs), employee expectations and productivity, 
employee activism, employee safety issues, and our reputation and relevance within the labor market. If we are 
unable to attract, develop and retain adequate numbers of qualified employees, our operations, customer service 
levels, legal and regulatory compliance, and support functions could suffer. In addition, to the extent a significant 
portion of our employee base unionizes, or attempts to unionize, our labor and other costs could increase, and it is 
possible that the federal government may adopt or impose regulatory or other changes to existing law that could 
facilitate union organizing or otherwise restrict employer actions. Our ability to pass along labor and other related 
costs to our customers is constrained by our everyday low-price model, and we may not be able to offset such 
increased costs elsewhere in our business. 
Our success depends on our executive officers and other key personnel. If we lose key personnel or are 
unable to hire additional qualified personnel, our business may be harmed. 
Our future success depends to a significant degree on the skills, experience and efforts of our executive 
officers and other key personnel. The unexpected loss of the services of any of such persons could adversely affect 
our operations. In addition, our executive succession planning, retention and hiring efforts, and ability to 
successfully execute management transitions within our senior leadership are critical to our business success. 
Competition for skilled and experienced management personnel is intense, and a failure to attract and retain new 
qualified personnel or our inability to enforce non-compete agreements that we have in place with our management 
personnel could adversely affect our operations and/or our ability to meet our legal, regulatory, accounting and/or 
reporting obligations.  
Natural disasters and unusual or extreme 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 could disrupt business and result in lower sales and/or profitability and 
otherwise adversely affect our financial performance. 
The occurrence of one or more natural disasters, such as hurricanes (such as those occurring in the third 
quarter of 2024), fires, floods, tornadoes and earthquakes, unusual or extreme weather conditions, pandemic 
outbreaks or other health crises, political or civil unrest, acts of war, violence or terrorism (including within our 
stores, distribution centers or other Company property), or disruptive global political events (for example, the 
political tensions involving China, the conflict between Russia and Ukraine and the conflict in the Middle East) or 
similar disruptions could adversely affect our business, financial performance and reputation. If any of these events 
result in the closure, or a limitation on operating hours, of one or more of our distribution centers, a significant 
number of stores, our sourcing offices, our corporate headquarters or data center or impact one or more of our key 
suppliers, our operations and financial performance could be materially and adversely affected through an inability 
or reduced ability to make deliveries, process payroll or provide other support functions to our stores and through 
lost sales. These events also could affect consumer shopping patterns or prevent customers from reaching our stores, 
which could lead to lost sales and higher markdowns, or result in increases in fuel or other energy prices, fuel 

 
18 2024 Form 10-K 
 
 
shortage(s), new store or distribution center opening delays, the temporary lack of an adequate work force in a 
market, the temporary or long-term disruption of product availability in our stores, the temporary or long-term 
inability to obtain or access technology needed to effectively run our business, disruption of our utility services or 
information systems, and damage to our reputation. These events may also increase the costs of insurance if they 
result in significant loss of property or other insurable damage or loss by us or in the market more generally. 
Furthermore, if realized, the long-term impacts of global climate change present the possibility of both 
physical risks (such as extreme weather conditions or rising sea levels) and transition risks (such as regulatory 
changes), which may be widespread and are unpredictable. Over time, these changes, as well as regulatory efforts 
related thereto, could affect our operating costs (for example, the availability and cost of products, commodities and 
energy (including utilities)), which in turn may impact our ability to procure goods and services required for the 
operation of our businesses at the quantities and levels and at the costs we require. In addition, our operations and 
facilities may be located in areas impacted by the physical risks of climate change, and we face the risk of losses 
incurred as a result of physical damage to stores, distribution centers, or our corporate offices, as well as loss or 
spoilage of inventory, business interruption caused by such events, and increased construction, repairs and 
maintenance costs at impacted locations. We also use natural gas, diesel fuel, gasoline and electricity in our 
operations, all of which may face increased regulation relating to climate change or other environmental concerns.  
Regulations limiting greenhouse gas emissions and energy inputs may also increase in coming years, which may 
increase our costs associated with compliance, merchandise purchases and supply chain. These events and their 
impacts could otherwise disrupt and adversely affect our operations and could adversely affect our financial 
performance.  
Product liability, product recall or other product safety or labeling claims could adversely affect our 
business, reputation and financial performance. 
We depend on our vendors to ensure that the products we buy from them comply with applicable product 
safety and labeling laws and regulations and to inform us of all applicable restrictions on the sale of such products. 
Nonetheless, product liability, personal injury or other claims may be asserted against us relating to alleged product 
contamination, tampering, expiration, mislabeling, recall, prohibited substances and other safety or labeling issues. 
We seek but may not be successful in obtaining contractual indemnification and insurance coverage for 
product-related claims and issues from our vendors. If we do not have adequate contractual indemnification or 
insurance available, or our vendors fail to adhere to their obligations to us, such claims could materially and 
adversely affect our business, financial condition and results of operations. Our ability to obtain indemnification 
from foreign vendors may be hindered by our ability to obtain jurisdiction over them to enforce contractual 
obligations. Even with adequate insurance and indemnification, such claims could significantly harm our reputation 
and consumer confidence in our products, and we could incur significant litigation expenses, which also could 
materially affect our results of operations even if a product-related claim is unsuccessful or not fully pursued, as well 
as lost sales during the period of time between recall and backfilling the recalled product. 
Our current insurance program may expose us to unexpected costs and negatively affect our financial 
performance. 
Our insurance coverage reflects deductibles, self-insured retentions, limits of liability and similar 
provisions that we believe are prudent based on our operations. However, there are types of losses we may incur but 
against which we cannot be insured or which we believe are not economically reasonable to insure, such as losses 
due to acts of war, certain crimes (including employee crime), certain wage and hour and other employment-related 
claims and litigation, actions based on certain consumer protection laws, and some natural and other disasters 
(including, without limitation, fires and floods) or similar events. If we incur material uninsured losses, our financial 
performance could be negatively impacted. Certain material events have resulted, and may result again in the future, 
in sizable losses for the insurance industry and adversely affect the availability of adequate insurance coverage or 
result in excessive premium increases. To offset negative insurance market trends, we may elect to self-insure, 
accept higher deductibles or reduce the amount of coverage. In addition, we self-insure a significant portion of 
expected losses under our workers’ compensation, auto liability, general liability (including claims made against 
certain of our landlords), property loss, and group health insurance programs. Significant changes in actuarial 

 
2024 Form 10-K 19
 
assumptions and management estimates underlying our recorded liabilities for these losses, including any expected 
increases in medical and indemnity costs, could result in materially different expenses than expected under these 
programs, which could materially and adversely affect our results of operations and financial condition. Although 
we maintain property insurance to cover insurable losses resulting from, for example, fires and storms, at our store 
support center and distribution centers, we are effectively self-insured for other property losses. If we experience a 
greater number of these self-insured losses than we anticipate, our financial performance could be adversely 
affected.  
Our private brands may not be successful in improving our gross profit rate at our expected levels and 
may increase certain of the risks we face. 
The sale of private brand items is an important component of our sales growth and gross profit rate 
enhancement plans. Broad market acceptance of our private brands depends on many factors, including pricing, 
quality, customer perception, and timely development and introduction of new products. We cannot give assurance 
that we will achieve or maintain our expected level of private brand sales. The sale and expansion of these offerings 
also subjects us to or increases certain risks, such as: product-related claims and recalls; disruptions in raw material 
and finished product supply and distribution chains; inability to successfully protect our proprietary rights; claims 
related to the proprietary rights of third parties; supplier labor and human rights issues, and other risks generally 
encountered by entities that source, sell and market exclusive branded offerings for retail. Failure to appropriately 
address these risks could materially and adversely affect our private brand initiatives, reputation, results of 
operations and financial condition. 
Failure to protect our reputation could adversely affect our business. 
Our success depends in part on the protection of the reputation of Dollar General and the products and 
services we sell, including our private brands.  Failure to comply or accusation of failure to comply, even if 
unfounded, with ethical, social, product, labor, data privacy, consumer protection, safety, environmental and other 
applicable standards could jeopardize our reputation and potentially lead to various adverse employee, consumer, 
shareholder or non-governmental organization (NGO) actions, workforce unrest or walkouts, boycotts, litigation and 
governmental actions, inquiries, or investigations and/or require a costly response. In addition, our responses to 
issues and crises and our position or perceived lack of position on certain issues (e.g., public policy, social, or 
environmental issues) or our corporate responsibility- and sustainability-related efforts, and any perceived lack of 
transparency about such matters, could harm our reputation and potentially lead to adverse employee, consumer, 
elected official, regulatory, shareholder or NGO actions, including negative or false public statements and 
campaigns. Similar incidents or factors involving vendors, partners and other third parties with whom we conduct 
business also may affect our reputation. Media reports and public comments made by anyone, including without 
limitation current and former employees, customers and activists, on any external platform (including, without 
limitation, social media, news media, blogs, or newsletters), whether or not they are accurate, have the potential to 
influence, and in some instances, have influenced, certain negative or false perceptions of Dollar General, and there 
can be no assurance that we will be able to prevent such reports or comments in the future. Any failure, or perceived 
failure, to meet any of our published corporate responsibility- or sustainability-related aspirations or goals, which 
often may be outside of our control, or any future changes to our published aspirations or goals could adversely 
affect public perception of our business, employee morale or customer, vendor or shareholder support. In addition, 
we may face criticism as a result of either “anti-ESG” or “pro-ESG” sentiment among governmental authorities, 
regulators, shareholders, employees and/or customers. Negative reputational incidents could adversely affect our 
business through declines in customer loyalty, vendor partnerships, lost sales, loss of new store and development 
opportunities, or employee retention and recruiting difficulties and could also result in loss of shareholder support 
and trust and require us to expend disproportional resources toward these matters.  
Because our business is somewhat seasonal, adverse events during the fourth quarter could materially 
affect our financial statements as a whole. 
While not the case more recently (namely, the fourth quarters of fiscal years 2023 and 2024), our most 
profitable sales mix generally occurs in the fourth quarter primarily because of sales of Christmas-related 
merchandise. In anticipation of this holiday, we purchase substantial amounts of seasonal inventory, and if sales fall 

 
20 2024 Form 10-K 
 
 
below seasonal norms or our expectations, it could result in unanticipated markdowns. Adverse events, such as 
deteriorating or challenging economic conditions, high unemployment rates, high gas or energy prices, 
transportation disruptions, or unusual or unanticipated adverse weather could result in lower-than-planned sales 
during the Christmas selling season, which in turn could reduce our profitability and otherwise adversely affect our 
financial performance and operating results.  
We rely on third parties in many aspects of our business, which creates additional risk. 
Due to the scale and scope of our business, we must rely on relationships with third parties, including our 
suppliers, distributors, landlords, contractors, and external business partners. If we are unable to effectively manage 
our third-party relationships and the agreements under which our third-party partners operate, our results of 
operations and cash flows could be adversely impacted. Further, failure of these third parties to meet their 
obligations to us or substantial disruptions in the relationships between us and these third parties could adversely 
impact our operations and financial results. Additionally, while we have policies and procedures for managing these 
relationships, they inherently involve a lesser degree of control over business operations, governance and 
compliance, thereby potentially increasing our financial, legal, reputational and operational risk. 
Financial and Capital Market Risks 
Deterioration in market conditions or changes in our credit profile could adversely affect our business 
operations and financial condition. 
We rely on the positive cash flow we generate from our operating activities and our access to the credit and 
capital markets to fund our operations, growth strategy, and return of cash to our shareholders through dividends and 
share repurchases. Changes in the credit and capital markets, including market disruptions, limited liquidity and 
interest rate increases, may increase the cost of financing or restrict our access to these potential sources of future 
liquidity. Our continued access to liquidity sources on favorable terms depends on multiple factors, including our 
operating performance and credit ratings. In 2024, Standard & Poor’s and Moody’s changed our outlook from 
“Stable” to “Negative.”  
Our current increased debt leverage levels have reduced our available capital, and these levels, combined 
with our desire to maintain our current investment grade credit rating, could reduce our flexibility in planning for or 
reacting to changes in our industry and market conditions, increase our vulnerability in the event of a downturn in 
our business operations, and/or negatively impact our ability to pursue certain operational and strategic 
opportunities. In addition, our credit agreement requires us to maintain a minimum fixed charge coverage ratio and 
maximum leverage ratio, as well as a number of customary affirmative and negative covenants. We recently 
amended our credit agreement, increasing the maximum leverage ratio covenant and decreasing the minimum fixed 
charge ratio covenant until January 30, 2026, or earlier at our option upon achieving certain financial covenant 
milestones. While we were in compliance with these covenants as of January 31, 2025, our future ability to comply 
with these covenants may be affected by events beyond our control. If we breach any of these covenants and do not 
obtain a waiver from the lenders, then subject to applicable cure period, our ability to borrow under our credit 
agreement could be impacted.  
Our debt securities currently are rated investment grade, and a downgrade of this rating likely would 
negatively impact our access to the debt capital markets and increase our cost of borrowing. As a result, disruptions 
in the debt markets or any downgrade of our credit ratings could adversely affect our business operations and 
financial condition and our ability to return cash to our shareholders. We can make no assurances that our ability to 
obtain additional financing through the debt markets will not be adversely affected by economic conditions or that 
we will be able to maintain or improve our current credit ratings. 
The price of our common stock is subject to market and other factors, including our failure to meet 
market expectations for our performance, and may be volatile. 
The market price of our common stock may fluctuate significantly in response to a number of factors. 
These factors, some of which are beyond our control and some of which have occurred in the past few years, include 

 
2024 Form 10-K 21
 
the perceived prospects and actual results of operations of our business, as well any failure to achieve projected 
results; changes in estimates of our results of operations by analysts, investors or us, as well as our guidance not 
aligning with market expectations; trading activity by our large shareholders; trading activity by sophisticated 
algorithms; performance results of our competitors; actions, news or announcements by us, our competitors, and 
other third parties; litigation and judicial decisions; legislative or regulatory actions or changes; and changes in 
general economic or market conditions. In addition, the stock market in general has from time to time experienced 
extreme price and volume fluctuations, and these market fluctuations could reduce the market price of our common 
stock for reasons unrelated to our operating performance. 
Regulatory, Legal, Compliance and Accounting Risks 
A significant change in governmental regulations and requirements could materially increase our cost 
of doing business, and noncompliance with governmental laws or regulations could materially and adversely 
affect our financial performance. 
We routinely incur significant costs in complying with numerous and frequently changing laws and 
regulations. The complexity of this regulatory environment and related compliance costs continue to increase due to 
additional legal and regulatory requirements, our expanding operations, and increased regulatory scrutiny and 
enforcement efforts. New or revised laws, regulations, orders, policies and related interpretations and enforcement 
practices, particularly 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; health and safety; real property; public accommodations; imports and customs; transportation; 
intellectual property; taxes; bribery and anti-corruption; climate change; and environmental compliance, may 
significantly increase our expenses or require extensive system and operating changes that could materially increase 
our cost of doing business. Violations of applicable laws and regulations or untimely or incomplete execution of a 
required product recall can result in significant penalties (including loss of licenses, eligibility to accept certain 
government benefits such as SNAP or significant fines), class action or other litigation, governmental investigation 
or action and reputational damage. Further, states may enact conflicting laws, mandating changes in operations that 
negatively impact our ability to execute uniformly and achieve economies of scale across states. Additionally, 
changes in tax laws and policies (including those related to the federal, state or foreign corporate tax rate), the 
interpretation of existing laws and policies, or our failure to sustain our reporting positions on examination could 
adversely affect our overall effective tax rate. Furthermore, significant and/or rapid increases to federal and further 
increases to state and/or local minimum wage rates/salary levels could adversely affect our operating results if we 
are not able to otherwise offset these increased labor costs elsewhere in our business or if changes to our business 
operations are required. Moreover, the adoption of new environmental laws and regulations in connection with 
climate change and the transition to a low carbon economy, including any federal or state laws enacted to regulate 
greenhouse gas emissions or require public disclosures related thereto (including the currently stayed SEC rules 
requiring certain disclosures relating to climate change), could significantly increase our operating or merchandise 
costs or reduce the demand for our products.  These laws and regulations may include, but are not limited to, 
requirements relating to hazardous waste materials, recycling and recycled/recyclable product content, single-use 
plastics, extended producer responsibility, use of refrigerants, carbon pricing or carbon taxes, product energy 
efficiency standards and product labeling.  If carbon pricing requirements or carbon taxes are adopted, there is a 
significant risk that the cost of merchandise from our suppliers will increase and adversely affect our business and 
results of operations. 
There is also uncertainty surrounding potential changes to the regulatory environment (including, but not 
limited to, personnel changes at regulatory agencies) in the United States. For example, potential efforts to reform 
federal government processes and reduce expenditures, as well as pressures on and uncertainty surrounding the U.S. 
federal government’s budget and political changes in budgeting priorities could adversely affect the funding for 
individual programs, including government programs, upon which our customers depend. Executive orders covering 
immigration, artificial intelligence, and workforce policies and practices, if implemented, may also impact us.  
Potential regulatory changes related to tax, trade, and economic and monetary policy, among other potential 
changes, could adversely impact the global economy and our operating results.  

 
22 2024 Form 10-K 
 
 
Legal proceedings may adversely affect our reputation, business, results of operations and financial 
condition. 
Our business is subject to the risk of litigation or other legal proceedings by employees, consumers, 
suppliers, competitors, shareholders, unions, government agencies and others through private actions, class actions, 
multi-district litigation, arbitrations, derivative actions, administrative proceedings, regulatory actions or other 
litigation. For example, we are involved in certain legal proceedings as discussed in Note 7 to the consolidated 
financial statements. The outcome of legal proceedings, particularly class action or multi-district litigation or mass 
arbitrations and regulatory actions, can be difficult to assess or quantify. Plaintiffs in these types of lawsuits may 
seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss may remain unknown 
for lengthy periods. In addition, certain of these matters, if decided adversely to us or settled by us and not covered 
by insurance, may result in liability material to our financial statements as a whole or may negatively affect our 
operating results if changes to our business operations are required, and sometimes these developments are 
unanticipated. Legal proceedings in general, and class actions, derivative actions, mass arbitrations, multi-district 
litigation, and governmental investigations and actions in particular, can be expensive and disruptive, and adverse 
publicity could harm our reputation, regardless of the validity of the allegations. As a result, legal proceedings may 
adversely affect our business, results of operations and financial condition. See also Note 7 to the consolidated 
financial statements. 
New accounting guidance or changes in the interpretation or application of existing accounting 
guidance could adversely affect our financial performance. 
The implementation of new accounting standards could require certain systems, internal process and 
controls and other changes that could increase our operating costs and result in changes to our financial statements.  
U.S. generally accepted accounting principles and related accounting pronouncements, implementation 
guidelines and interpretations with regard to a wide range of matters that are relevant to our business involve many 
subjective assumptions, estimates and judgments by our management. Changes in these rules or their interpretation 
or in underlying management assumptions, estimates or judgments could significantly change our reported or 
expected financial performance. The outcome of such changes could include litigation or regulatory actions which 
could adversely affect our financial condition and results of operations. 
ITEM 1B. UNRESOLVED STAFF COMMENTS 
Not applicable. 
ITEM 1C. CYBERSECURITY 
We design, implement, and maintain a comprehensive information security program consisting of 
commercially reasonable administrative, organizational, and technical controls, practices, and safeguards which 
follow applicable laws, regulations, and industry best practices to protect against confidentiality, integrity, and 
availability threats to our information systems. Such controls, practices, and safeguards include, but are not limited 
to, published security policies, firewalls, intrusion prevention solutions, anti-malware solutions, data encryption, 
data loss prevention, security logging and monitoring, security configuration hardening, security patch/update 
management, remote access security, security risk management, vulnerability and threat management, security 
training and awareness, security controls testing, identity and access management, secure solutions development, 
and a comprehensive security incident response plan. Our Vice President and Chief Information Security Officer 
(“CISO”), who has approximately 30 years of experience in the information technology field with approximately 
25 years of full cybersecurity focus and approximately 20 years as a Certified Information Systems Security 
Professional, has responsibility for assessing and managing our information security program and related risks, 
which includes information security incident prevention, detection, mitigation and remediation, and leading a 
department of information security professionals with relevant industry and professional experience. Our CISO 
reports directly to our Executive Vice President and Chief Information Officer (“CIO”), who has approximately 25  
 
 

 
2024 Form 10-K 23
 
years of experience in the information technology field that includes direct interaction with or supervision of 
cybersecurity functions. 
We also maintain a third-party security risk management program to identify, oversee, prioritize, assess, 
and mitigate third party risks; however, we rely on our third-party partners to implement effective information 
security programs commensurate with the risk associated with the nature of their business relationships to us and 
cannot ensure in all circumstances their efforts will be successful. We and our third-party partners have experienced 
threats to, and incidents involving, data and systems, including by perpetrators of attempted random or targeted 
malicious attacks; computer malware, ransomware, bots, or other destructive or disruptive hardware and/or 
software; and attempts to misappropriate our and our customers’ information and cause system failures and 
disruptions, although to date none have been material to our business. See “Item 1A. Risk Factors” for additional 
information regarding cybersecurity-related risks that could impact our business. 
The Audit Committee of our Board of Directors oversees our cybersecurity risks through various means, 
including but not limited to its oversight of our enterprise risk management program. In connection with its 
oversight of this program, our Audit Committee discusses with management the process by which risk assessment 
and risk management is undertaken and our major financial and other risk exposures, including without limitation 
those relating to information systems, information security, data privacy, business continuity, artificial intelligence, 
and third-party information security, and the steps management has taken to monitor and control such exposures. 
Our Audit Committee reviews enterprise risk evaluation results at least annually and high residual risk categories, 
along with their mitigation strategies, quarterly.  
In addition to consideration as part of the enterprise risk management program, cybersecurity risk is further 
evaluated through various internal and external audits and assessments designed to validate the effectiveness of our 
controls for managing the security of our information assets. Management develops action plans to address select 
identified opportunities for improvement identified through these assessments. Additionally, our Audit Committee 
quarterly reviews reports and metrics, including a dashboard, pertaining to cybersecurity risks and prevention, 
detection, mitigation and remediation efforts with our CIO and CISO to help our Audit Committee understand and 
evaluate current risks, monitor trends, and track our progress against specific metrics. Our Audit Committee also has 
the responsibility to review with management and our outside auditor any unauthorized access to information 
technology systems that could have a material effect on our financial statements. Further, our Audit Committee 
receives quarterly updates regarding our business continuity and IT disaster recovery plan, as well as cybersecurity 
incidents which occurred during the prior quarter. 
The Audit Committee receives cybersecurity education to assist members in overseeing related risks. This 
education includes or has included in recent years: an overview of Company-specific cyber-related risks 
considerations; an overview of various artificial intelligence considerations, including those related to risk 
management, governance and ethics, and workforce and culture; updates on the state of cybersecurity regulation; 
updates on the evolving retail landscape’s impact on cyber risk to retail organizations; a cyber threat intelligence 
update focusing on the global impact of ransomware on the retail sector and trends in retail sector compromises; and 
an overview of methods to perform cyber risk quantification. 

 
24 2024 Form 10-K 
 
 
ITEM 2. PROPERTIES 
As of February 28, 2025, we operated 20,662 retail stores, including those located in 48 U.S. states as listed 
in the table below, and eight stores in Mexico. 
State 
     Number of Stores      State 
     Number of Stores 
Alabama . . . . . . . . . . . .    
 975   Nebraska . . . . . . . . . . . .   
 154 
Arizona . . . . . . . . . . . . .    
 145   Nevada . . . . . . . . . . . . .   
 23 
Arkansas . . . . . . . . . . . .    
 581   New Hampshire . . . . . .   
 47 
California . . . . . . . . . . .    
 264   New Jersey . . . . . . . . . .   
 197 
Colorado . . . . . . . . . . . .    
 80   New Mexico . . . . . . . . .   
 146 
Connecticut . . . . . . . . .    
 99   New York . . . . . . . . . . .   
 615 
Delaware . . . . . . . . . . . .    
 56   North Carolina . . . . . . .   
 1,121 
Florida . . . . . . . . . . . . . .    
 1,081   North Dakota . . . . . . . .   
 74 
Georgia . . . . . . . . . . . . .    
 1,134   Ohio. . . . . . . . . . . . . . . .   
 1,030 
Idaho . . . . . . . . . . . . . . .   
 8  Oklahoma . . . . . . . . . . .   
 574 
Illinois . . . . . . . . . . . . . .    
 724   Oregon . . . . . . . . . . . . .   
 87 
Indiana . . . . . . . . . . . . .    
 710   Pennsylvania . . . . . . . . .   
 980 
Iowa . . . . . . . . . . . . . . .    
 338   Rhode Island . . . . . . . . .   
 26 
Kansas . . . . . . . . . . . . . .    
 276   South Carolina . . . . . . .   
 690 
Kentucky . . . . . . . . . . .    
 789   South Dakota . . . . . . . .   
 81 
Louisiana . . . . . . . . . . .    
 681   Tennessee . . . . . . . . . . .   
 1,032 
Maine . . . . . . . . . . . . . .    
 71   Texas . . . . . . . . . . . . . . .   
 1,949 
Maryland . . . . . . . . . . .    
 175   Utah . . . . . . . . . . . . . . . .   
 14 
Massachusetts . . . . . . . .    
 56   Vermont . . . . . . . . . . . .   
 42 
Michigan . . . . . . . . . . . .    
 759   Virginia . . . . . . . . . . . . .  
 499 
Minnesota . . . . . . . . . . .    
 226   Washington . . . . . . . . . .   
 45 
Mississippi . . . . . . . . . .    
 668   West Virginia . . . . . . . .   
 313 
Missouri . . . . . . . . . . . .    
 689  Wisconsin . . . . . . . . . . .  
 294 
Montana . . . . . . . . . . . .    
 9  Wyoming . . . . . . . . . . .  
 27 
 
Most of our stores are located in leased premises. Individual store leases vary as to their terms, rental 
provisions and expiration dates. Many stores, including a significant portion of our new stores, typically carry a 
primary lease term of up to 15 years with multiple renewal options. We also have stores subject to shorter-term 
leases, and many of these leases also have renewal options. 
As of February 28, 2025, we operated 20 distribution centers for non-refrigerated products, ten cold storage 
distribution centers, and four combination distribution centers which have both refrigerated and non-refrigerated 
products. We lease 15 of these facilities and the remainder are owned. We have a total of 22.8 million square feet of 
non-refrigerated space and a total of 2.9 million square feet of cold storage space. Approximately 7.25 acres of the 
land for one of the distribution centers is subject to a ground lease. We also leased approximately 3.2 million square 
feet of additional warehouse space in support of our distribution network for non-refrigerated merchandise.  
Our executive offices are located in approximately 302,000 square feet of owned buildings in 
Goodlettsville, Tennessee. As of February 28, 2025, we also leased approximately 186,000 square feet of additional 
space in Goodlettsville, Tennessee to support merchandising initiatives and 85,000 square feet of additional office 
space outside the United States. 
ITEM 3. LEGAL PROCEEDINGS 
The information contained in Note 7 to the consolidated financial statements under the heading “Legal 
proceedings” contained in Part II, Item 8 of this report is incorporated herein by this reference. 

 
2024 Form 10-K 25
 
ITEM 4. MINE SAFETY DISCLOSURES 
Not applicable. 
INFORMATION ABOUT OUR EXECUTIVE OFFICERS 
Information regarding our current executive officers as of March 21, 2025 is set forth below. Each of our 
executive officers serves at the discretion of our Board of Directors and is elected annually by the Board to serve 
until a successor is duly elected or their earlier resignation or termination. There are no familial relationships 
between any of our directors or executive officers.  
Name 
     
Age 
     
Position 
Todd J. Vasos . . . . . . . . . . . . . . . . . . .   
63 
 Chief Executive Officer and Director 
Kelly M. Dilts . . . . . . . . . . . . . . . . . .   
56 
 Executive Vice President and Chief Financial Officer 
Steven R. Deckard . . . . . . . . . . . . . . .   
56 
 Executive Vice President, Strategy and Development 
Tracey N. Herrmann . . . . . . . . . . . . .   
47 
 Executive Vice President, Store Operations 
Kathleen A. Reardon . . . . . . . . . . . . .   
53 
 Executive Vice President and Chief People Officer 
Emily C. Taylor . . . . . . . . . . . . . . . . .   
49 
 Executive Vice President and Chief Merchandising Officer 
Rhonda M. Taylor . . . . . . . . . . . . . . .   
57 
 Executive Vice President and General Counsel 
Carman R. Wenkoff . . . . . . . . . . . . . .   
57 
 Executive Vice President and Chief Information Officer 
Roderick J. West . . . . . . . . . . . . . . . .   
53 
 Executive Vice President, Global Supply Chain 
Anita C. Elliott . . . . . . . . . . . . . . . . . .   
60 
 Senior Vice President and Chief Accounting Officer 
 
Mr. Vasos currently serves as our Chief Executive Officer, having returned to Dollar General in October 
2023 after serving as our CEO from June 2015 to November 2022 and as Senior Advisor from November 2022 until 
his retirement in April 2023. He has served as a member of our Board of Directors since June 2015. Mr. Vasos 
joined Dollar General in December 2008 as Executive Vice President, Division President and Chief Merchandising 
Officer and was promoted to Chief Operating Officer in November 2013. Prior to joining Dollar General, Mr. Vasos 
served in leadership positions with Longs Drug Stores Corporation, Phar-Mor Food and Drug Inc. and Eckerd 
Corporation. Mr. Vasos has served as a director of KeyCorp since July 2020. 
Ms. Dilts has served as Executive Vice President and Chief Financial Officer since May 2023. She joined 
Dollar General in July 2019 as Senior Vice President, Finance, overseeing financial planning and analysis; 
procurement; margin planning and analytics; decision science and analytics; and investor relations. Prior to joining 
the Company, Ms. Dilts served as Executive Vice President and Chief Financial Officer at Francesca’s Holdings 
Corporation from April 2016 until July 2019. Between February 1998 and April 2016, she held various positions of 
increasing responsibility in finance and investor relations with Tailored Brands, Inc., including Senior Vice 
President, Finance and Investor Relations (June 2014 to April 2016); Senior Vice President and Chief Accounting 
Officer (July 2012 to June 2014); Vice President, Finance (April 2003 to July 2012); Associate Vice President, 
Finance (April 2002 to April 2003); Financial Planning and Analysis Manager (March 2000 to April 2002); and 
Assistant Controller (February 1998 to March 2000). She also served as the Controller for Olympia Enterprises from 
April 1993 to February 1998, after beginning her career with Deloitte & Touche in January 1990. 
Mr. Deckard has served as Executive Vice President, Strategy and Development, since February 2025. He 
has over 19 years of employment experience with Dollar General, including Executive Vice President, Store 
Operations and Development (January 2024 to February 2025);  Executive Vice President, Growth and Emerging 
Markets (June 2023 to January 2024); Senior Vice President, Emerging Markets (March 2021 to June 2023); Senior 
Vice President, Store Operations (March 2015 to March 2021); Vice President, Store Operations (October 2012 to 
March 2015); Vice President, Financial Planning and Shrink Improvement (March 2012 to October 2012); Vice 
President, Loss Prevention and Shrink Improvement (November 2010 to March 2012); Senior Director, Store 
Operations (October 2007 to November 2010); Director, Store Operations (February 2007 to October 2007); and 
Regional Director (February 2006 to February 2007). Prior to joining Dollar General, Mr. Deckard held various 
store operations positions with Walmart Inc. from November 1990 to April 2005. 

 
26 2024 Form 10-K 
 
 
Ms. Herrmann has served as Executive Vice President, Store Operations, since February 2025. She has 
over 12 years of employment experience with Dollar General, including Senior Vice President, Store Operations 
(February 2024 to February 2025); Senior Vice President, Channel Innovation (September 2020 to February 2024); 
Senior Vice President, Store Operations (May 2017 to September 2020); Vice President, Division Manager (March 
2016 to May 2017); Vice President, Merchandising Support (April 2014 to March 2016); and Senior Director, 
Merchandising (January 2013 to April 2014). Prior to joining Dollar General, Ms. Herrmann served in roles of 
increasing responsibility with Delhaize America, including Director of Pricing and Promotions, Bottom Dollar Food 
(September 2012 to December 2012); Director of Operations, Food Lion (July 2011 to September 2012); District 
Manager, Food Lion (May 2010 to July 2011); Merchandising Manager, Food Lion (February 2009 to May 2010); 
and Category Manager, Food Lion (April 2006 to February 2009). Prior to Food Lion, Ms. Herrmann held positions 
with EK Success Ltd., Hirschberg Schutz/Horizon Group USA and The Insight Research Corporation after 
beginning her career with Xerox Corporation in July 1999.  
Ms. Reardon has served as Executive Vice President and Chief People Officer since August 2020. She 
joined Dollar General as Director, Human Resources in September 2009 and was promoted to Vice President, Talent 
Management in October 2012. She became Vice President, Retail Human Resources in October 2014 and was 
promoted to Senior Vice President, Human Resources in March 2019 and to Senior Vice President and Chief People 
Officer in May 2019. Prior to joining Dollar General, Ms. Reardon held several positions of increasing responsibility 
at Centex from August 2005 until September 2009, serving as Director of Human Resources from October 2007 
until September 2009. Since beginning her career in May 1998, Ms. Reardon also held various roles with Carrier 
Corporation and was also a Career Consultant at the Darden Graduate School of Business Administration, 
University of Virginia. 
Ms. E. Taylor has served as Executive Vice President and Chief Merchandising Officer since September 
2020. She joined Dollar General in 1998 and held roles of increasing responsibility in investor relations, financial 
planning and analysis, merchandise planning, pricing and merchandising operations prior to her promotion to Vice 
President, Pricing & Merchandise Data Optimization in March 2011. She served as Vice President, Merchandising 
Operations (March 2012 to April 2014) and was subsequently promoted to Senior Vice President, General 
Merchandise Manager in April 2014. She most recently served as Senior Vice President, Channel Innovation 
(September 2019 to September 2020). 
Ms. R. Taylor has served as Executive Vice President and General Counsel since March 2015.  She joined 
Dollar General as an Employment Attorney in March 2000 and was subsequently promoted to Senior Employment 
Attorney in 2001, Deputy General Counsel in 2004, Vice President and Assistant General Counsel in March 2010, 
and Senior Vice President and General Counsel in June 2013.  Prior to joining Dollar General, she practiced law 
with Ogletree, Deakins, Nash, Smoak & Stewart, P.C., where her practice was focused on labor law and 
employment litigation. She has also held attorney positions with Ford & Harrison LLP. 
Mr. Wenkoff has served as Executive Vice President and Chief Information Officer since July 2017.  He 
previously served as the Chief Information Officer (May 2012 to June 2017) and Chief Digital Officer (June 2016 to 
June 2017) of Franchise World Headquarters, LLC (“Subway”) and owned a Subway franchise from July 2015 until 
October 2017. He also previously served as Chairman of the Board and Co-President of Retail Gift Card Association 
(February 2008 to May 2012); Deputy Chief Information Officer for Independent Purchase Cooperative, Inc. (May 
2005 to May 2012) and President of its subsidiary, Value Pay Services LLC (May 2005 to February 2011); founder 
and President of Stored Value Management, Inc. (January 2004 to May 2005); and Vice President, Operations and 
Finance, and General Counsel of Ontain Corporation (January 2000 to December 2004).  Mr. Wenkoff began his 
career in 1993 as an articled student, and then attorney with Douglas Symes & Brissenden and served in various 
legal positions, including General Counsel, with Pivotal Corporation from 1997 to 2000. 
Mr. West has served as Executive Vice President, Global Supply Chain, since September 2023. He has 
over 19 years of employment experience with Dollar General, including Senior Vice President, Distribution (March 
2021 to August 2023); Vice President, Perishable Growth and Development (January 2018 to March 2021); and 
Vice President, Process Improvement (August 2005 to January 2018). Prior to joining Dollar General, Mr. West was 
a consultant with Kurt Salmon Associates from July 1994 to August 2005. 

 
2024 Form 10-K 27
 
Ms. Elliott has served as Senior Vice President and Chief Accounting Officer since December 2015. She 
joined Dollar General as Senior Vice President and Controller in August 2005. Prior to joining Dollar General, she 
served as Vice President and Controller of Big Lots, Inc. from May 2001 to August 2005, and as Vice President and 
Controller for Jitney-Jungle Stores of America, Inc. from April 1998 to March 2001. Prior to serving at Jitney-
Jungle, she practiced public accounting for 12 years, 6 of which were with Ernst & Young LLP.  
Involvement in Legal Proceedings. Ms. Dilts served as Executive Vice President and Chief Financial 
Officer at Francesca’s Holdings Corporation from April 2016 until July 2019.  On December 3, 2020, Francesca’s 
Holdings Corporation filed voluntary petitions for relief under Chapter 11 of Title 11 of the Bankruptcy Code. The 
Chapter 11 Plan of Liquidation was confirmed on July 20, 2021. 
PART II 
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS 
AND ISSUER PURCHASES OF EQUITY SECURITIES 
Market Information 
Our common stock is traded on the New York Stock Exchange under the symbol “DG.” On March 19, 
2025, there were approximately 2,601 shareholders of record of our common stock. 
Dividends 
We have paid quarterly cash dividends since 2015. Our current quarterly cash dividend is $0.59 per share. 
While our Board of Directors currently expects to continue regular quarterly cash dividends, the declaration and 
amount of future cash dividends are subject to the Board’s sole discretion and will depend upon, among other things, 
our results of operations, cash requirements, financial condition, contractual restrictions, excess debt capacity, and 
other factors that the Board may deem relevant in its sole discretion. 
ITEM 6. [RESERVED] 
Not applicable. 
 
 

 
28 2024 Form 10-K 
 
 
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS 
This discussion and analysis should be read with, and is qualified in its entirety by, the Consolidated 
Financial Statements and the notes thereto. It also should be read in conjunction with the Cautionary Disclosure 
Regarding Forward - Looking Statements and the Risk Factors disclosures set forth in the Introduction and in 
Item 1A of this report, respectively. 
Executive Overview 
We are the largest discount retailer in the United States by number of stores, with 20,662 stores located in 
48 U.S. states and Mexico as of February 28, 2025, with the greatest concentration of stores in the southern, 
southwestern, midwestern and eastern United States. Our first stores in Mexico opened in 2023. We offer a broad 
selection of merchandise, including consumable products such as food, paper and cleaning products, health and 
beauty products and pet supplies, and non-consumable products such as seasonal merchandise, home decor and 
domestics, and basic apparel. Our merchandise includes national brands from leading manufacturers, as well as our 
own private brand selections with prices often at substantial discounts to national brands. We offer our customers 
these national brand and private brand products at everyday low prices (typically $10 or less) in our convenient 
small-box locations.  
We believe our convenient store formats, locations, and broad selection of high-quality products at 
compelling values have driven our substantial growth and financial success over the years and through a variety of 
economic cycles. We are mindful that the majority of our customers are value-conscious, and many have low and/or 
fixed incomes. As a result, we are intensely focused on helping our customers make the most of their spending 
dollars. The primary macroeconomic factors that affect our core customers include unemployment and 
underemployment rates, inflation, wage growth, changes in U.S. and global trade policy, and changes in U.S. 
government policy and assistance programs (including cost of living adjustments), such as SNAP, unemployment 
benefits, and economic stimulus programs. Finally, significant unseasonable or unusual weather patterns or extreme 
weather can impact customer shopping behaviors. 
Our core customers are often among the first to be affected by negative or uncertain economic conditions 
and among the last to feel the effects of improving economic conditions, particularly when trends are inconsistent 
and of an uncertain duration. Our customers continue to feel constrained in the current macroeconomic environment 
and to experience elevated expenses that generally comprise a large portion of their household budgets, such as rent, 
healthcare, energy and fuel prices, as well as cost inflation in frequently purchased household products (including 
food), which we expect will continue to pressure our customers’ spending overall and particularly in our non-
consumables categories. This pressure contributed to a heavier promotional environment in the second half of 2024 
compared to the prior year, and we expect a promotional environment in 2025 similar to that in 2024. 
We remain committed to our long-term operating priorities as we consistently strive to improve our 
performance while retaining our customer-centric focus. These priorities include: 1) driving profitable sales growth, 
2) capturing growth opportunities, 3) enhancing our position as a low-cost operator, and 4) investing in the growth 
and development of our teams.  
We seek to drive profitable sales growth through initiatives aimed at increasing customer traffic and 
average transaction amount. Historically, sales in our consumables category, which tend to have lower gross 
margins, have been the key drivers of net sales and customer traffic, while sales in our non-consumables categories, 
which tend to have higher gross margins, have been the key drivers of more profitable sales growth and average 
transaction amount. Our sales mix has continued to shift toward consumables, which currently constitutes a 
historically high proportion of our sales mix. Certain of our initiatives are intended to address this sales mix trend; 
however, there can be no assurances that these efforts will be successful. 
As we work to provide everyday low prices and meet our customers’ affordability needs, we remain 
focused on enhancing our margins through inventory shrink and damage reduction initiatives, as well as pricing and 
markdown optimization, effective category management and inventory reduction efforts, distribution and 

 
2024 Form 10-K 29
 
transportation efficiencies, private brands penetration and global sourcing. Several of our strategic and other sales-
driving initiatives are also designed to capture growth opportunities and are discussed in more detail below. 
Throughout 2024, we continued to experience significant levels of inventory shrink and damages. While 
we anticipate that both shrink and damages will remain elevated in 2025, particularly when compared to fiscal years 
immediately preceding fiscal year 2023, we continue to take actions designed to reduce their impact and believe we 
will make progress in reducing our shrink and damages levels in 2025. 
We continue to implement and invest in certain strategic initiatives that we believe will help drive 
profitable sales growth with both new and existing customers and capture long-term growth opportunities. Such 
opportunities include providing our customers with a variety of shopping access points and even greater value and 
convenience by leveraging and developing digital tools and technology, such as our Dollar General app, which 
contains a variety of tools to enhance the in-store shopping experience. We remain focused on enhancing both the 
in-store and digital shopping experience, while driving operational efficiency. Our partnership with a third-party 
delivery service is available in the majority of our stores, providing added convenience and incremental sales. 
Additionally, in September 2024, we partnered with the same third-party provider to fully execute a same-day home 
delivery offering through our DG app and website in a limited number of stores. We believe we can significantly 
expand this offering to additional stores in 2025. Furthermore, we believe these efforts will contribute to the 
continued to growth of our DG Media Network, our platform that connects brand partners with our customers.  
In 2025, we are expanding our efforts to improve the performance and profitability of our mature stores 
through the rollout of an incremental remodel program, Project Elevate. This partial-remodel initiative is designed to 
refresh and optimize the merchandising in our stores, and in turn, enhance the shopping experience for our 
customers, while also mitigating future repairs and maintenance expense. Project Elevate remodels are incremental 
to our full-remodel program, Project Renovate. 
We also remain focused on capturing growth opportunities. In 2024, we opened a total of 725 new stores, 
including five stores in Mexico, remodeled 1,621 stores, and relocated 85 stores. In 2025, we plan to open 
approximately 575 new stores (as well as up to 15 stores in Mexico), fully remodel approximately 2,000 stores 
through Project Renovate, partially remodel 2,250 stores through Project Elevate, and relocate approximately 45 
stores, for a total of 4,885 real estate projects. 
During the fourth quarter of 2024, we initiated a store portfolio optimization review of our Dollar General 
and pOpshelf bannered stores, which involved identifying stores for closure or re-bannering based on an evaluation 
of individual store performance, expected future performance, and operating conditions, among other factors. As a 
result of this review, we plan to close 96 Dollar General stores and 45 pOpshelf stores, and convert an additional six 
pOpshelf stores to Dollar General stores in the first quarter of 2025. See Note 12 to the consolidated financial 
statements for more detail on the store portfolio optimization, impairment and related charges. 
pOpshelf is a unique retail concept focused on categories such as seasonal and home décor, health and 
beauty, home cleaning supplies, and party and entertainment goods. In light of the softer discretionary sales 
environment, we previously converted certain pOpshelf stores to Dollar General stores, and do not believe opening 
new stores in 2025 is a prudent use of capital. At the end of 2024, we operated 231 standalone pOpshelf stores. 
Following the completion of the pOpshelf store closures and conversions discussed above, we will operate 180 
pOpshelf stores. In addition, we recorded a significant impairment expense to reflect the updated fair value of 
pOpshelf assets. We are taking focused action in 2025 to improve the performance of pOpshelf stores, and will 
continue to evaluate the brand and whether we are seeing the desired impact of these activities and optimization, 
although there can be no assurances that our efforts will be successful. 
We expect store format innovation to allow us to capture additional growth opportunities as we continue to 
utilize the most productive of our various Dollar General store formats based on the specific market opportunity. In 
2025 we expect the significant majority of the stores to be predominantly in one of our 8,500 square foot formats. 
This format allows for expanded high-capacity-cooler counts, an extended queue line, and a broader product 
assortment, including an enhanced non-consumable offering, a larger health and beauty section, and produce in 
select stores. 

 
30 2024 Form 10-K 
 
 
We are always seeking ways to reduce or control costs that do not affect our customers’ shopping 
experiences. We plan to continue enhancing this position over time while employing ongoing cost discipline to 
reduce certain expenses as a percentage of sales. Nonetheless, we seek to maintain flexibility to invest in the 
business as necessary to enhance our long-term competitiveness and profitability. From time to time, our strategic 
initiatives, including without limitation those discussed above, have required and may continue to require us to incur 
upfront expenses for which there may not be an immediate return in terms of sales or enhanced profitability. 
Certain of our operating expenses, such as wage rates, occupancy costs and depreciation and amortization, 
have continued to increase in recent years, due primarily to market forces such as labor availability, increases in 
minimum wage rates, inflation and increases in property rents and interest rates. Significant or rapid increases to 
federal, state or local minimum wage rates or salary levels could significantly adversely affect our earnings if we are 
not able to otherwise offset these increased labor costs elsewhere in our business. 
While the overall growth rate of inflation moderated over the second half of 2024, we believe ongoing 
inflationary pressures could continue to affect our operating results and our vendors and customers. Moreover, 
increases in market interest rates have had a negative impact on our interest expense. Both inflation and higher 
interest rates have significantly increased new store opening costs and occupancy costs, and while we continue to 
have strong new store returns and plan to grow our store base significantly in 2025, these increased costs have 
negatively impacted our projected new store returns and influenced our new store growth plans. 
Our teams are a competitive advantage, and we proactively seek ways to continue investing in their 
development. Our goal is to create an environment that attracts, develops, and retains talented personnel, particularly 
at the store manager level, as employees who are promoted from within our company generally have longer tenures 
and are greater contributors to improvements in our financial performance. We are taking actions designed to reduce 
our higher than targeted store manager turnover, including through budgeting and allocation of labor hours, 
simplifying in-store activities, and reducing excess inventory. 
To further enhance shareholder returns, we pay a quarterly cash dividend. The declaration and amount of 
future dividends are subject to Board discretion and approval, although we currently expect to continue paying 
quarterly cash dividends. As planned, to preserve our investment grade credit rating and maintain financial 
flexibility, we did not repurchase any shares during 2024 under our share repurchase program and do not plan to 
repurchase shares during 2025.  
We utilize key performance indicators, which are defined below, in the management of our business 
including same-store sales, average sales per square foot, and inventory turnover. We use these measures to 
maximize profitability and for decisions about the allocation of resources. Each of these measures is commonly used 
by investors in retail companies to measure the health of the business.  
Same-store sales. Same-store sales are calculated based upon our stores that were open at least 13 full fiscal 
months and remain open at the end of the reporting period. We include stores that have been remodeled, 
expanded or relocated in our same-store sales calculation. Changes in same-store sales are calculated based 
on the comparable 52 calendar weeks in the current and prior years. The method of calculating same-store 
sales varies across the retail industry. As a result, our calculation of same-store sales is not necessarily 
comparable to similarly titled measures reported by other companies.  
Average sales per square foot.  Average sales per square foot is calculated based on total sales for the 
preceding 12 months as of the ending date of the reporting period divided by the average selling square 
footage during the period, including the end of the fiscal year, the beginning of the fiscal year, and the end 
of each of our three interim fiscal quarters.  
Inventory turnover.  Inventory turnover is calculated based on total cost of goods sold for the preceding 
four quarters divided by the average inventory balance as of the ending date of the reporting period, 
including the end of the fiscal year, the beginning of the fiscal year, and the end of each of our three interim 
fiscal quarters.  

 
2024 Form 10-K 31
 
A continued focus on our four operating priorities as discussed above, and other impacts as discussed 
below, resulted in the following overall operating and financial performance in 2024 as compared to 2023. Basis 
points, as referred to below, are equal to 0.01% as a percentage of net sales. 
• 
Net sales in 2024 increased 5.0%. Sales in same-stores increased 1.4%, primarily due to an 
increase in customer traffic. Average sales per square foot in 2024 and 2023 were $263 and $264, 
respectively. 
• 
The gross profit rate decreased by 70 basis points due primarily to increased inventory 
markdowns, a greater proportion of sales coming from the consumables category and increased 
inventory damages.  
• 
SG&A as a percentage of sales increased by 140 basis points primarily due to impairment charges 
totaling $214.2 million related to the store portfolio optimization review and increases in retail 
labor, depreciation and amortization and store occupancy costs. 
• 
Operating profit decreased 29.9% to $1.71 billion in 2024 compared to $2.45 billion in 2023. 
• 
Interest expense, net decreased by $52.5 million in 2024 primarily due to higher average cash 
balances and the repayment of long-term debt.  
• 
The change in the effective income tax rate to 21.8% in 2024 from 21.6% in 2023 was 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 
compared to 2023. 
• 
We reported net income of $1.13 billion, or $5.11 per diluted share, for 2024 compared to net 
income of $1.66 billion, or $7.55 per diluted share, for 2023.  
• 
We generated approximately $2.996 billion of cash flows from operating activities in 2024, an 
increase of 25.3% compared to 2023.  
• 
Inventory turnover was 4.1 times, and inventories decreased 6.9% on a per store basis compared to 
2023. 
Readers should refer to the detailed discussion of our operating results below for additional comments on 
financial performance in the current year as compared with the prior years presented. 
Results of Operations 
Accounting Periods. The following text contains references to years 2024, 2023, and 2022, which represent 
fiscal years ended January 31, 2025, February 2, 2024, and February 3, 2023, respectively. Our fiscal year ends on 
the Friday closest to January 31. Fiscal years 2024 and 2023 were 52-week accounting periods and fiscal year 2022 
was a 53-week accounting period. 
Seasonality. The nature of our business is somewhat seasonal. Primarily because of sales of Christmas-
related merchandise, operating profit in our fourth quarter (November, December and January) has historically been 
higher than operating profit achieved in each of the first three quarters of the fiscal year. However, more recently, 
and in particular fiscal years 2023 and 2024, this has not been the case. Expenses, and to a greater extent operating 
profit, vary by quarter. Results of a period shorter than a full year may not be indicative of results expected for the 
entire year. Furthermore, the seasonal nature of our business may affect comparisons between periods. 

 
32 2024 Form 10-K 
 
 
The following table contains results of operations data for fiscal years 2024, 2023, and 2022, and the dollar 
and percentage variances among those years. 
 
      
       
       
     
2024 vs. 2023 
     
2023 vs. 2022 
 
(amounts in millions, except 
   
     
     
   
Amount    
% 
   
Amount    
% 
 
per share amounts) 
 
2024 
 
2023 
 
2022 
 
Change  Change  
Change  Change 
Net sales by category: 
   
 
  
 
  
 
 
  
 
  
  
 
Consumables . . . . . . . . . . . . . . . . .   $ 33,370.9  
$ 31,342.6  
$ 30,155.2  
$ 2,028.3 
 6.5 %  $ 1,187.4 
 3.9 % 
% of net sales . . . . . . . . . . . . . . . . .    
 82.17 %   
 81.01 %   
 79.68 %    
 
 
   
 
 
Seasonal . . . . . . . . . . . . . . . . . . . . .     4,073.3  
  4,083.8  
  4,182.8  
 
 (10.5)
 (0.3) 
  
 (99.0)
 (2.4) 
% of net sales . . . . . . . . . . . . . . . . .    
 10.03 %   
 10.55 %   
 11.05 %    
 
 
   
 
 
Home products . . . . . . . . . . . . . . . .     2,074.4  
  2,163.8  
  2,332.4  
 
 (89.4)
 (4.1) 
   (168.6)
 (7.2) 
% of net sales . . . . . . . . . . . . . . . . .    
 5.11 %   
 5.59 %   
 6.16 %    
 
 
   
 
 
Apparel . . . . . . . . . . . . . . . . . . . . .     1,093.7  
  1,101.4  
  1,174.4  
 
 (7.7)
 (0.7) 
  
 (73.0)
 (6.2) 
% of net sales . . . . . . . . . . . . . . . . .    
 2.69 %   
 2.85 %   
 3.10 %    
 
 
   
 
 
Net sales. . . . . . . . . . . . . . . . . . . . .   $ 40,612.3  
$ 38,691.6  
$ 37,844.9  
$ 1,920.7 
 5.0 %  $  846.7 
 2.2 % 
Cost of goods sold . . . . . . . . . . . . .     28,594.8  
  26,972.6  
  26,024.8  
  1,622.2 
 6.0  
   947.8 
 3.6  
% of net sales . . . . . . . . . . . . . . . . .    
 70.41 %   
 69.71 %   
 68.77 %    
 
 
   
 
 
Gross profit . . . . . . . . . . . . . . . . . .     12,017.5  
  11,719.0  
  11,820.1  
 
 298.5 
 2.5  
   (101.1)
 (0.9) 
% of net sales . . . . . . . . . . . . . . . . .    
 29.59 %   
 30.29 %   
 31.23 %    
 
 
   
 
 
Selling, general and 
administrative expenses . . . . . . .     10,303.4  
  9,272.7  
  8,491.8  
  1,030.7 
 11.1  
   780.9 
 9.2  
% of net sales . . . . . . . . . . . . . . . . .    
 25.37 %   
 23.97 %   
 22.44 %    
 
 
   
 
 
Operating profit . . . . . . . . . . . . . . .     1,714.1  
  2,446.3  
  3,328.3  
  (732.2)
 (29.9) 
   (882.0)
 (26.5) 
% of net sales . . . . . . . . . . . . . . . . .    
 4.22 %   
 6.32 %   
 8.79 %    
 
 
   
 
 
Interest expense, net . . . . . . . . . . . .    
 274.3  
 
 326.8  
 
 211.3  
 
 (52.5)
 (16.1) 
   115.5 
 54.7  
% of net sales . . . . . . . . . . . . . . . . .    
 0.68 %   
 0.84 %   
 0.56 %    
 
 
   
 
 
Other (income) expense . . . . . . . . .    
 —  
 
 —  
 
 0.4  
 
 — 
 —  
  
 (0.4)
 —  
% of net sales . . . . . . . . . . . . . . . . .    
 0.00 %   
 0.00 %   
 0.00 %    
 
 
   
 
 
Income before income taxes . . . . .     1,439.8  
  2,119.5  
  3,116.6  
  (679.8)
 (32.1) 
   (997.1)
 (32.0) 
% of net sales . . . . . . . . . . . . . . . . .    
 3.55 %   
 5.48 %   
 8.24 %    
 
 
   
 
 
Income tax expense . . . . . . . . . . . .    
 314.5  
 
 458.2  
 
 700.6  
  (143.7)
 (31.4) 
   (242.4)
 (34.6) 
% of net sales . . . . . . . . . . . . . . . . .    
 0.77 %   
 1.18 %   
 1.85 %    
 
 
   
 
 
Net income . . . . . . . . . . . . . . . . . . .   $  1,125.3  
$  1,661.3  
$  2,416.0  
$  (536.0)
 (32.3)%  $  (754.7)
 (31.2)% 
% of net sales . . . . . . . . . . . . . . . . .    
 2.77 %   
 4.29 %   
 6.38 %    
 
 
   
 
 
Diluted earnings per share . . . . . . .   $
 5.11  
$
 7.55  
$
 10.68  
$
 (2.44)
 (32.3)%  $
 (3.13)
 (29.3)% 
 
Net Sales. The net sales increase in 2024 was primarily due to sales from new stores and an increase in 
same-store sales of 1.4% compared to 2023, partially offset by the impact of store closures. The increase in same-
store sales reflects a 1.1% increase in customer traffic and a 0.3% increase in average transaction amount. The 
increase in average transaction amount was driven by higher average item retail prices and an increase in items per 
transaction. Same-store sales increased in the consumables category and declined in the home products, seasonal and 
apparel categories. In 2024, our 19,633 same-stores accounted for sales of $38.8 billion. 
The net sales increase in 2023 was primarily due to sales from new stores and an increase in same-store 
sales of 0.2% compared to 2022, partially offset by the impact of store closures. Net sales for the 53rd week of fiscal 
2022 were $678.1 million. The increase in same-store sales reflects an increase in customer traffic, partially offset 
by a decrease in the average transaction amount. The decrease in average transaction amount was driven by a 
decline in items per transaction, partially offset by higher average item retail prices. Same-store sales increased in 
the consumables category, and declined in the home products, seasonal and apparel categories. In 2023, our 18,763 
same-stores accounted for sales of $36.9 billion. 
Gross Profit. In 2024, gross profit increased by 2.5%, and as a percentage of net sales decreased by 70 
basis points to 29.6% compared to 2023, primarily driven by increased markdowns, a greater proportion of sales 
coming from the consumables category and increased inventory damages, partially offset by decreased 
transportation costs.  
In 2023, gross profit decreased by 0.9%, and as a percentage of net sales decreased by 94 basis points to 

 
2024 Form 10-K 33
 
30.3% compared to 2022, primarily driven by increased shrink and inventory markdowns, lower inventory markups, 
a higher proportion of lower margin consumables sales, and increased damages. Partially offsetting the factors 
which decreased our overall gross profit rate were a lower LIFO provision and decreased transportation costs. 
SG&A. SG&A as a percentage of net sales was 25.4% in 2024 compared to 24.0% in 2023, an increase of 
140 basis points. The increase reflects fourth quarter impairment charges totaling $214.2 million related to the store 
portfolio optimization review as discussed above in the Executive Summary and Note 12 to the consolidated 
financial statements. Other expenses that were higher as a percentage of net sales in 2024 were retail labor, 
depreciation and amortization, store occupancy costs and incentive compensation.  
SG&A as a percentage of net sales was 24.0% in 2023 compared to 22.4% in 2022, an increase of 153 basis 
points. The primary expenses that were higher as a percentage of net sales in 2023 were retail labor, store occupancy 
costs, depreciation and amortization, repairs and maintenance, and other services purchased, including debt and 
credit card transaction fees, which were partially offset by a decrease in incentive compensation. 
Interest Expense, net. Interest expense, net decreased $52.5 million to $274.3 million in 2024 compared to 
2023 due to higher average cash balances and the repayment of long-term debt. Interest expense, net increased 
$115.5 million to $326.8 million in 2023 compared to 2022, primarily due to higher outstanding borrowings and 
higher interest rates. See the detailed discussion under “Liquidity and Capital Resources” regarding the financing of 
various long-term obligations. 
Income Taxes. 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 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 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. 
Effects of Inflation 
In 2024 and 2023, we experienced moderate increases in product costs due to lower rates of inflation. In 
addition, we continued to experience elevated but relatively stable costs of building materials and certain of our 
other capital costs. In 2022, we experienced higher rates of inflation affecting product costs, the costs of building 
materials and certain of our other capital costs.  
Liquidity and Capital Resources 
Current Financial Condition and Recent Developments 
During the past three years, we have generated an aggregate of approximately $7.4 billion in cash flows 
from operating activities and incurred approximately $4.6 billion in capital expenditures. During that period, we 
expanded the number of stores we operate by 2,464, representing store growth of approximately 14%, and we 
remodeled or relocated 5,764 stores, or approximately 32% of the stores we operated as of the beginning of the 
three-year period. In 2025, we intend to pursue accelerated growth in remodels, including Project Elevate, with 
slower growth for new stores and fewer relocations. 
At January 31, 2025, we had a $2.375 billion unsecured revolving credit agreement (the “Revolving 
Facility”), $6.2 billion aggregate principal amount of senior notes, and a commercial paper program that may 
provide borrowing availability of up to $2.0 billion. At January 31, 2025, we had total consolidated outstanding debt 
(including the current portion of long-term obligations) of $6.2 billion, most of which was in the form of senior 
notes. All of our material borrowing arrangements are described in greater detail below. Our borrowing availability 
under the Revolving Facility may be effectively limited by our commercial paper notes (“CP Notes”) as further 

 
34 2024 Form 10-K 
 
 
described below. The information contained in Note 5 to the consolidated financial statements contained in Part II, 
Item 8 of this report is incorporated herein by reference.  
We believe our cash flow from operations, and our existing cash balances, combined with availability 
under the Revolving Facility, CP Notes and access to the debt markets, will provide sufficient liquidity to fund our 
current obligations, projected working capital requirements, capital spending and anticipated dividend payments for 
a period that includes the next twelve months as well as the next several years. However, our ability to maintain 
sufficient liquidity may be affected by numerous factors, many of which are outside of our control. Depending on 
our liquidity levels, conditions in the capital markets and other factors, we may from time to time consider the 
issuance of debt, equity or other securities, the proceeds of which could provide additional liquidity for our 
operations. 
For fiscal 2025, we anticipate potential combined borrowings under the Revolving Facility and CP Notes to 
be a maximum of approximately $400 million outstanding at any one time. 
Revolving Facility 
On September 3, 2024, we 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 and $30 million is currently 
uncommitted. The Revolving Facility also includes a subfacility with an available borrowing capacity of up to $50 
million for short-term borrowings referred to as swingline loans. 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 our 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 31, 2025 was 1.015% for Adjusted 
Term SOFR borrowings and 0.015% for base-rate borrowings. We must also pay a facility fee, payable on any used 
and unused commitment amounts of the Revolving Facility, and customary fees on letters of credit issued under the 
Revolving Facility. As of January 31, 2025, the facility fee rate was 0.11%. The applicable interest rate margins for 
borrowings, the facility fees and the letter of credit fees under the Revolving Facility are subject to adjustment from 
time to time based on our long-term senior unsecured debt ratings.  
The credit agreement governing the Revolving Facility contains a number of customary affirmative and 
negative covenants that, among other things, restrict, subject to certain exceptions, our (and our subsidiaries’) ability 
to: incur additional liens; sell all or substantially all of our assets; consummate certain fundamental changes or 
change in our lines of business; and incur additional subsidiary indebtedness. The credit agreement governing the 
Revolving Facility also contains financial covenants which require the maintenance of a minimum fixed charge 
coverage ratio and a maximum leverage ratio. As of January 31, 2025, we were in compliance with all such 
covenants. On March 11, 2025, we 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 our option 
upon achieving certain financial covenant milestones (“Covenant Relief Period”).  During the Covenant Relief 
Period, we are restricted from repurchasing shares of our common stock and the ability to incur certain additional 
liens and subsidiary debt is reduced. The credit agreement governing the Revolving Facility also contains customary 
events of default.   
As of January 31, 2025, we had no outstanding borrowings, no outstanding letters of credit, and borrowing 
availability of $2.375 billion under the Revolving Facility that, due to our intention to maintain borrowing 
availability related to the commercial paper program described below, could contribute liquidity of $2.18 billion. In 
addition, we had outstanding letters of credit of $50.9 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 

 
2024 Form 10-K 35
 
Facility”) which expired on January 30, 2024. 
Commercial Paper 
We may issue the CP Notes from time to time in an aggregate amount not to exceed $2.0 billion 
outstanding at any time. The CP Notes may have maturities of up to 364 days from the date of issue and rank equal 
in right of payment with all of our other unsecured and unsubordinated indebtedness. We intend to maintain 
available commitments under the Revolving Facility in an amount at least equal to the amount of CP Notes 
outstanding at any time. As of January 31, 2025, our consolidated balance sheet reflected no outstanding unsecured 
CP Notes. CP Notes totaling $195.0 million were held by a wholly-owned subsidiary and therefore are not reflected 
in the consolidated balance sheets. 
Senior Notes 
Our Senior Notes consist of the following issuances: 
 
     
 
      
(In millions) 
     
 
     
Annual 
 
 
Interest  
 Aggregate       
 
 
Issuance 
 
Interest 
Maturity 
 
Rate 
 
 Principal  
 
Discount  
Date 
 
Schedule 
November 2025 . . . . . . . . . . .   
4.150 % $ 
 500.0  
$ 
 0.8  
October 2015 
 
May 1 and November 1 
April 2027 . . . . . . . . . . . . . . .   
3.875  
 
 600.0  
 
 0.4  
April 2017 
 
April 15 and October 15 
November 2027 . . . . . . . . . . .   
4.625  
 
 550.0  
 
 0.5  
September 2022  
May 1 and November 1 
May 2028 . . . . . . . . . . . . . . . .   
4.125  
 
 500.0  
 
 0.5  
April 2018 
 
May 1 and November 1 
July 2028 . . . . . . . . . . . . . . . .   
5.200  
 
 500.0  
 
 0.1  
June 2023 
 
January 5 and July 5 
April 2030 . . . . . . . . . . . . . . .   
3.500  
 
 1,000.0  
 
 0.7  
April 2020 
 
April 3 and October 3 
November 2032 . . . . . . . . . . .   
5.000  
 
 700.0  
 
 2.4  
September 2022  
May 1 and November 1 
July 2033 . . . . . . . . . . . . . . . .   
5.450  
 
 1,000.0  
 
 1.6  
June 2023 
 
January 5 and July 5 
April 2050 . . . . . . . . . . . . . . .   
4.125  
 
 500.0  
 
 5.0  
April 2020 
 
April 3 and October 3 
November 2052 . . . . . . . . . . .   
5.500  
 
 300.0  
 
 0.3  
September 2022  
May 1 and November 1 
 
The table above is comprised of what is collectively referred to as 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”). 
We may redeem some or all of the Senior Notes at any time at redemption prices set forth in the Senior 
Indenture. Upon the occurrence of a change of control triggering event, which is defined in the Senior Indenture, 
each holder of our Senior Notes has the right to require us to repurchase some or all of such holder’s Senior Notes at 
a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, 
but excluding, the repurchase date. We have provided notice to the trustees of our $500.0 million senior unsecured 
notes scheduled to mature on November 1, 2025, that we intend to redeem the entire principal amount of such notes 
on April 29, 2025. We expect to use cash on hand for the redemption. 
The Senior Indenture contains covenants limiting, among other things, our ability (subject to certain 
exceptions) to consolidate, merge, or sell or otherwise dispose of all or substantially all of our assets; and our ability 
and the ability of our subsidiaries to incur or guarantee indebtedness secured by liens on any shares of voting stock 
of significant subsidiaries. 
The Senior Indenture also provides for events of default which, if any of them occurs, would permit or 
require the principal of and accrued interest on our Senior Notes to become or to be declared due and payable, as 
applicable. 

 
36 2024 Form 10-K 
 
 
Rating Agencies 
Our credit ratings, as well as future rating agency actions, could (i) impact our ability to finance our 
operations on satisfactory terms; (ii) affect our financing costs; and (iii) affect our insurance premiums and collateral 
requirements necessary for our self-insured programs. There can be no assurance that we will maintain or improve 
our current credit ratings, particularly, if we are unable to lower our leverage ratios to levels and within time frames 
deemed acceptable to the rating agencies. The credit ratings for our borrowings are as follows: 
Rating Agency 
     
Senior unsecured debt rating 
     
Commercial paper rating 
     
Outlook 
Moody’s . . . . . . . . . . . . . . .    
Baa2 
 
P-2 
 
Negative outlook 
Standard & Poor’s . . . . . . .    
BBB 
 
A-2 
 
Negative outlook 
 
Future Cash Requirements 
The following table summarizes significant estimated future cash requirements under our various 
contractual obligations and other commitments at January 31, 2025, in total and disaggregated into current (<1 year) 
and long-term (1 or more years) obligations (in thousands): 
 
 
Payments Due by Period 
 
Contractual obligations 
    
Total 
    
< 1 year 
    
1 - 3 years     
3 - 5 years     
5+ years 
 
Long-term debt obligations . . . . . . . . . .   $  6,331,076  $
 519,463  $ 1,183,315  $ 1,023,667  $  3,604,631  
Interest(a) . . . . . . . . . . . . . . . . . . . . . . . .      2,460,357    
 294,311    
 533,208    
 398,432     1,234,406  
Self-insurance liabilities(b) . . . . . . . . . .     
 334,425    
 165,085   
 121,100   
 45,790   
 2,450  
Operating lease obligations . . . . . . . . . .      13,761,782     1,921,426    3,521,529    2,846,911   
 5,471,916  
Subtotal . . . . . . . . . . . . . . . . . . . . . . . .   $ 22,887,640  $ 2,900,285  $ 5,359,152  $ 4,314,800  $ 10,313,403  
 
 
 
Commitments Expiring by Period 
Commercial commitments(c) 
    
Total 
    
< 1 year 
    
1 - 3 years     
3 - 5 years     
5+ years 
Letters of credit . . . . . . . . . . . . . . . . . . . .  $ 
 10,458  $ 
 10,458  $ 
 —  $ 
 —  $ 
 — 
Purchase obligations(d) . . . . . . . . . . . . . .     1,295,661     1,153,619     134,975    
 7,067    
 — 
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . .  $  1,306,119  $ 1,164,077  $  134,975  $ 
 7,067  $ 
 — 
Total contractual obligations and 
commercial commitments . . . . . . . . .  $ 24,193,759  $ 4,064,362  $ 5,494,127  $ 4,321,867  $ 10,313,403 
 
(a) Represents obligations for interest payments on long-term debt and includes projected interest on variable rate 
long-term debt using 2024 year-end rates and balances. Variable rate long-term debt includes the Revolving 
Facility (although such facility had a balance of zero as of January 31, 2025), the CP Notes (which had a 
balance of zero as of January 31, 2025, and which amount is net of $195.0 million held by a wholly-owned 
subsidiary), and interest rate swaps being accounted for as fair value hedges. 
(b) We retain a significant portion of the risk for our workers’ compensation, employee health, general liability, 
property loss, auto liability, and certain third-party landlord claims exposures. As these obligations do not have 
scheduled maturities, these amounts represent undiscounted estimates based upon actuarial assumptions. 
Substantially all amounts are reflected on an undiscounted basis in our consolidated balance sheets. 
(c) Commercial commitments include information technology license and support agreements, supplies, fixtures, 
letters of credit for import merchandise, and other inventory purchase obligations. 
(d) Purchase obligations include legally binding agreements for software licenses and support, supplies, fixtures, 
and merchandise purchases (excluding such purchases subject to letters of credit). 

 
2024 Form 10-K 37
 
Share Repurchase Program 
Our common stock repurchase program had a total remaining authorization of approximately $1.38 billion 
at January 31, 2025. The authorization allows repurchases from time to time in open market transactions, including 
pursuant to trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as 
amended, or in privately negotiated transactions. The repurchase authorization has no expiration date, and future 
repurchases will depend on a variety of factors, including price, market conditions, compliance with the covenants 
and restrictions under our debt agreements, cash requirements, excess debt capacity, results of operations, financial 
condition and other factors. The repurchase program may be modified or terminated from time to time at the 
discretion of our Board of Directors. To preserve our investment grade credit rating and maintain financial 
flexibility, we did not repurchase any shares under this program in 2024 and do not plan to repurchase shares during 
fiscal 2025. For more detail, see Note 11 to the consolidated financial statements. 
Other Considerations 
In March 2025, the Board of Directors declared a quarterly cash dividend of $0.59 per share which is 
payable on or before April 22, 2025 to shareholders of record of our common stock on April 8, 2025. We paid 
quarterly cash dividends of $0.59 per share in 2024. Although the Board currently expects to continue regular 
quarterly cash dividends, the declaration and amount of future cash dividends are subject to the Board’s sole 
discretion and will depend upon, among other factors, our results of operations, cash requirements, financial 
condition, contractual restrictions, excess debt capacity and other factors that our Board may deem relevant in its 
sole discretion. 
Our inventory balance represented approximately 47% of our total assets exclusive of operating lease 
assets, goodwill, and other intangible assets as of January 31, 2025. Our ability to effectively manage our inventory 
balances can have a significant impact on our cash flows from operations during a given fiscal year as discussed 
further below. Inventory purchases are often somewhat seasonal in nature, such as the purchase of warm-weather or 
Christmas-related merchandise. Efficient management of our inventory has been and continues to be an area of 
focus for us.  
As described in Note 7 to the consolidated financial statements, we are involved in a number of legal 
actions and claims, some of which could potentially result in material cash payments. Adverse developments in 
those actions could materially and adversely affect our liquidity.  
Cash Flows 
Cash flows from operating activities. Cash flows from operating activities were $2.996 billion in 2024, 
which represents a $604.3 million increase compared to 2023. Changes in merchandise inventories resulted in a 
$230.2 million increase in our working capital in 2024 compared to the decrease of $299.1 million in 2023 as 
described in greater detail below. Changes in accounts payable resulted in a $302.9 million increase in our working 
capital in 2024 compared to a $36.9 million increase in 2023, due primarily to the timing of inventory receipts and 
related payments. Changes in accrued expenses resulted in a $91.8 million increase in 2024 compared to a $39.2 
million decrease in 2023. Net income decreased to $1.1 billion in 2024 as compared to $1.7 billion in 2023. Changes 
in other noncash losses resulted in a $296.2 million increase as compared to a $89.0 million increase in 2023 
primarily due to impairment charges in 2024. Changes in income taxes paid in 2024 compared to 2023 are primarily 
due to the decrease in pre-tax earnings in 2024 and the timing of payments for income taxes. 
Cash flows from operating activities were $2.4 billion in 2023, which represents a $407.2 million increase 
compared to 2022. Changes in merchandise inventories resulted in a $299.1 million decrease in our working capital 
in 2023 compared to the decrease of $1.7 billion in 2022 as described in greater detail below. Changes in accounts 
payable resulted in a $36.9 million increase in our working capital in 2023 compared to a $194.7 million decrease in 
2022, due primarily to the timing of inventory receipts and related payments. Net income decreased to $1.7 billion in 
2023 as compared to $2.4 billion in 2022. Changes in other noncash losses resulted in a $89.0 million increase as 
compared to a $530.5 million increase in 2022 primarily due to a lower LIFO provision in 2023. Changes in income 

 
38 2024 Form 10-K 
 
 
taxes including a decrease in cash paid for income taxes in 2023 compared to 2022 are primarily due to the decrease 
in pre-tax earnings in 2023. 
On an ongoing basis, we closely monitor and manage our inventory balances, and they may fluctuate from 
period to period based on new store openings, the timing of purchases, and other factors. Merchandise inventories 
decreased by 4% in 2024 and increased by 3% in 2023 and 20% in 2022. The decrease in the 2024 period primarily 
reflects a decrease in the consumables and home products categories due to inventory reduction efforts and core 
SKU reductions. Offsetting the inventory decrease in consumables and home products were increases in the seasonal 
and apparel categories primarily due to an increase in overall store count. Percent and dollar changes in our four 
inventory categories for the past three years were as follows: 
 
 
For the Year Ended 
 
 
January 31, 
 
 
February 2, 
 
 
February 3, 
 
Increase (decrease) 
 
2025 
 
 
2024 
 
 
2023 
 
Consumables . . . . . . . . . . . . . . . . . . . . . .   
$ 
 (287.4)
 (6)%     $ 
 744.5  20 %     $ 
 367.8  11 % 
Seasonal . . . . . . . . . . . . . . . . . . . . . . . . . .   
 
 14.7 
 1  
  
 (207.1)  (13) 
 
 
 455.5  42  
Home products . . . . . . . . . . . . . . . . . . . . .   
 
 (18.3)
 (2) 
  
 (291.3)  (28) 
 
 
 315.4  43  
Apparel . . . . . . . . . . . . . . . . . . . . . . . . . . .   
 
 8.0 
 2  
  
 (12.6)  (4) 
 
 
 7.8 
 2  
 
Cash flows from investing activities. Significant components of property and equipment purchases included 
the following approximate amounts: 
 
 
For the Year Ended 
 
 January 31, February 2, February 3, 
(amounts in millions, except store count amounts) 
     
2025 
 
2024 
 
2023 
Existing stores improvements, upgrades, remodels, and relocations . . . . . . . . . . . . . . . . .    $ 
 605.3  $ 
 683.4  $ 
 588.5 
Distribution and transportation-related capital expenditures . . . . . . . . . . . . . . . . . . . . . . .     
 342.9   
 542.4   
 478.7 
New stores primarily for leasehold improvements, fixtures and equipment . . . . . . . . . . .      
 295.9    
 390.2    
 372.6 
Information systems upgrades and technology-related projects . . . . . . . . . . . . . . . . . . . . .      
 52.2    
 67.1    
 62.2 
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      
 13.6    
 17.1    
 58.6 
Total purchases of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $  1,309.9  $  1,700.2  $  1,560.6 
 
   
   
   
Store Counts 
   
   
   
New stores . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 725   
 987   
 1,039 
Remodeled or relocated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 1,706   
 2,136   
 1,922 
 
Capital expenditures during 2025 are projected to be in the range of $1.3 billion to $1.4 billion. We 
anticipate funding 2025 capital requirements with a combination of some or all of the following: existing cash 
balances, cash flows from operations, availability under our Revolving Facility and/or the issuance of additional CP 
Notes. We plan to continue to invest in store growth and development with approximately 575 new stores in the 
United States and up to 15 new stores in Mexico and approximately 4,295 remodels or relocations, including fully 
remodeling approximately 2,000 stores through Project Renovate, remodeling approximately 2,250 through Project 
Elevate, and relocating approximately 45 stores. Capital expenditures in 2025 are anticipated to support our store 
growth as well as our remodel and relocation initiatives, including capital outlays for leasehold improvements, 
fixtures and equipment; the construction of new stores; costs to support and enhance our supply chain initiatives for 
existing distribution center facilities and replacement of certain transportation related assets; technology initiatives; 
as well as routine and ongoing capital requirements. 
Cash flows from financing activities. During the 2024 period we had repayments of long-term obligations 
of $770.2 million. We paid cash dividends of $519.0 million and did not repurchase shares of our common stock.  
In 2023, we received proceeds from the issuance of long-term debt of $1.5 billion. Net commercial paper 
borrowings decreased by $1.5 billion, and we received and repaid $500.0 million under the 364-Day Revolving 
Facility. We paid cash dividends of $518.0 million and did not repurchase shares of our common stock. 
 
 

 
2024 Form 10-K 39
 
In 2022, we received proceeds from the issuance of long-term debt of $2.3 billion, and our repayments of 
long-term debt totaled $911.3 million. Net commercial paper borrowings increased by $1.4 billion, and we had no 
borrowings or repayments under the Revolving Facility or the 364-Day Revolving Facility. We repurchased 11.6 
million shares of our common stock at a total cost of $2.7 billion and paid cash dividends of $493.7 million. 
Critical Accounting Policies and Estimates 
The preparation of financial statements in accordance with generally accepted accounting principles in the 
United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect reported amounts 
and related disclosures. In addition to the estimates presented below, there are other items within our financial 
statements that require estimation but are not deemed critical as defined below. We believe these estimates are 
reasonable and appropriate. However, if actual experience differs from the assumptions and other considerations 
used, the resulting changes could have a material effect on the financial statements taken as a whole. 
Management believes the following policies and estimates are critical because they involve significant 
judgments, assumptions, and estimates. Management has discussed the development and selection of the critical 
accounting estimates with the Audit Committee of our Board of Directors, and the Audit Committee has reviewed 
the disclosures presented below relating to those policies and estimates. See Note 1 to the consolidated financial 
statements for a detailed discussion of our principal accounting policies. 
Merchandise Inventories. Merchandise inventories are stated at the lower of cost or market (“LCM”) with 
cost determined using the retail last in, first out (“LIFO”) method. We use the retail inventory method (“RIM”) to 
calculate gross profit and the resulting valuation of inventories at cost, which are computed utilizing a calculated 
cost-to-retail inventory ratio to the retail value of sales at an inventory department level. We apply the RIM to these 
departments, which are groups of products that are fairly uniform in terms of cost, selling price relationship and 
turnover. The RIM will result in valuing inventories at LCM if permanent markdowns are recorded timely as a 
reduction of the retail value of inventories. Inherent in the RIM calculation are certain management judgments and 
estimates that may impact the ending inventory valuation at cost, as well as the gross profit recognized. These 
judgments include ensuring departments consist of similar products, recording estimated shrinkage between physical 
inventories, and timely recording of markdowns needed to sell inventory.   
Factors considered in the determination of markdowns include current and anticipated demand based on 
changes in competitors’ practices, consumer preferences, consumer spending, significant weather events and 
unseasonable weather patterns. Certain of these factors are outside of our control and may result in greater than 
estimated markdowns to entice consumer purchases of excess inventory. The amount and timing of markdowns may 
vary significantly from year to year. 
We perform physical inventories in a significant majority of our stores on an annual basis. We calculate our 
shrink provision based on actual physical inventory results during the fiscal period and an accrual for estimated 
shrink occurring subsequent to a physical inventory through the end of the fiscal reporting period. This accrual is 
calculated as a percentage of sales at each retail store, at a department level, based on the store’s most recent 
historical shrink rate. From time to time as circumstances may warrant, we consider more recent shrink experience 
in the calculation of our shrink accrual. The impact of doing so has not been material. To the extent that subsequent 
physical inventories yield different results than the estimated accrual, our effective shrink rate for a given reporting 
period will include the impact of adjusting to the actual results.  
We believe our estimates and assumptions related to the application of the RIM results in a merchandise 
inventory valuation that reasonably approximates cost on a consistent basis.  
We perform an annual LIFO analysis whereby all merchandise units are considered for inclusion in the 
index formulation. An actual valuation of inventory under the LIFO method is made at the end of each year based on 
the inventory levels and costs at that time. In contrast, interim LIFO calculations are based on management’s annual 
estimates of sales, the rate of inflation or deflation, and year-end inventory levels. We also perform analyses for 
determining obsolete inventory, adjusting inventory on a quarterly basis to an LCM value based on various 

 
40 2024 Form 10-K 
 
 
management assumptions including estimated below cost markdowns not yet recorded, but required to liquidate 
such inventory in future periods. 
Impairment of Long-lived Assets. 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. Impairment of long-lived assets results when the 
carrying value of the assets exceeds the estimated undiscounted future cash flows generated by the assets. Our 
estimate of undiscounted future store cash flows is based upon historical operations of the stores and estimates of 
future profitability which encompasses many factors that are subject to variability and are difficult to predict. If a 
long-lived asset is found to be impaired, the amount recognized for impairment is equal to the difference between 
the carrying value and the asset’s estimated fair value. The fair value is estimated based primarily upon projected 
future cash flows (discounted at our credit adjusted risk-free rate) or other reasonable estimates of fair market value. 
Changes in these estimates, assumptions or projections could materially affect the determination of fair value or 
impairment. 
Insurance Liabilities. We retain a significant portion of the risk for our workers’ compensation, employee 
health, general liability, property loss, auto liability and certain third-party landlord claim exposures. These 
represent significant costs primarily due to our large employee base and number of stores. Provisions are made for 
these liabilities on an undiscounted basis. Certain of these liabilities are based on actual claim data and estimates of 
incurred but not reported claims developed using actuarial methodologies based on historical claim trends, which 
have been and are anticipated to continue to be materially accurate. If future claim trends deviate from recent 
historical patterns, or other unanticipated events affect the number and significance of future claims, we may be 
required to record additional expenses or expense reductions, which could be material to our future financial results. 
Contingent Liabilities – Income Taxes. Income tax reserves are determined using the methodology 
established by accounting standards relating to uncertainty in income taxes. These standards require companies to 
assess each income tax position taken using a two-step process. A determination is first made as to whether it is 
more likely than not that the position will be sustained, based upon the technical merits, upon examination by the 
taxing authorities. If the tax position is expected to meet the more likely than not criteria, the benefit recorded for the 
tax position equals the largest amount that is greater than 50% likely to be realized upon ultimate settlement of the 
respective tax position. Uncertain tax positions require determinations and liabilities to be estimated based on 
provisions of the tax law which may be subject to change or varying interpretation. If our determinations and 
estimates prove to be inaccurate, the resulting adjustments could be material to our future financial results. 
Lease Accounting. Lease liabilities are recorded at a discount based upon our estimated collateralized 
incremental borrowing rate which involves significant judgments and estimates. Factors incorporated into the 
calculation of lease discount rates include the valuations and yields of our senior notes, their credit spread over 
comparable U.S. Treasury rates, and an index of the credit spreads for all North American investment grade 
companies by rating. To determine an indicative secured rate, we use the estimated credit spread improvement that 
would result from an upgrade of one ratings classification by tenor. Many of our stores typically carry a primary 
lease term of up to 15 years with multiple renewal options. We also have stores subject to shorter-term leases and 
many of these leases also have renewal options. We record single lease expense on a straight-line basis over the 
lease term including any option periods that are reasonably certain to be renewed, commencing on the date that we 
take physical possession of the property from the landlord. Tenant allowances, to the extent received, are recorded 
as a reduction of the right of use asset. Improvements of leased properties are amortized over the shorter of the life 
of the applicable lease term or the estimated useful life of the asset.  
Share-Based Payments. Our stock option awards are valued on an individual grant basis using the Black-
Scholes-Merton closed form option pricing model. We believe that this model fairly estimates the value of our stock 
option awards. The application of this valuation model involves assumptions that are judgmental in the valuation of 
stock options, which affects compensation expense related to these options. These assumptions include the term that 
the options are expected to be outstanding, the historical volatility of our stock price, applicable interest rates and the 
dividend yield of our stock. Other factors involving judgments that affect the expensing of share-based payments 
include estimated forfeiture rates of share-based awards. Historically, these estimates have been materially accurate; 

 
2024 Form 10-K 41
 
however, if our estimates differ materially from actual experience, we may be required to record additional expense 
or reductions of expense, which could be material to our future financial results. 
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 
Financial Risk Management 
We are exposed to market risk primarily from adverse changes in interest rates and commodity prices. To 
minimize this risk, we may periodically use financial instruments, including derivatives. All derivative financial 
instrument transactions must be authorized and executed pursuant to approval by the Board of Directors. As a matter 
of policy, we do not buy or sell financial instruments for speculative or trading purposes, and any such derivative 
financial instruments are intended to be used to reduce risk by hedging an underlying economic exposure. Our 
objective is to correlate derivative financial instruments and the underlying exposure being hedged, so that 
fluctuations in the value of the financial instruments are generally offset by reciprocal changes in the value of the 
underlying economic exposure. 
Interest Rate Risk 
We are exposed to changes in interest rates as a result of our short-term borrowings, long-term debt, and 
cash investments. We manage our interest rate risk through the strategic use of fixed and variable interest rate debt 
and, from time to time, derivative financial instruments. Currently, we are counterparty to certain interest rate swaps 
with a total notional amount of $350.0 million entered into in May 2021. These swaps are scheduled to mature in 
April 2030. Under the terms of these agreements, we swap fixed interest rates on a portion of our 2030 Senior Notes 
for compounded SOFR rates. In recent years, our principal interest rate exposure has been from outstanding 
borrowings under our Revolving Facility as well as our commercial paper program. As of January 31, 2025, we had 
no consolidated commercial paper borrowings and no borrowings outstanding under our Revolving Facility. For a 
detailed discussion of our Revolving Facility and our commercial paper program, see Note 5 to the consolidated 
financial statements. 
A change in interest rates on variable rate debt impacts our pre-tax earnings and cash flows; whereas a 
change in interest rates on fixed rate debt impacts the economic fair value of debt but not our pre-tax earnings and 
cash flows.  
At January 31, 2025, our primary interest rate exposure was from changes in interest rates on our variable 
rate investment holdings, which are classified as cash and cash equivalents in our consolidated financial statements.  
The increase in cash and cash equivalents was driven primarily from cash from operations. Based on our outstanding 
variable rate cash and debt balances as of January 31, 2025, the net annualized effect of a one percentage point 
decrease in interest rates would have resulted in a pre-tax reduction of our earnings and cash flows of approximately 
$3.5 million in 2024. 
At February 2, 2024, our primary interest rate exposure was from changes in interest rates which affect our 
variable rate debt. Based on our outstanding variable rate debt as of February 2, 2024, after giving consideration to 
our interest rate swap agreements, the annualized effect of a one percentage point increase in variable interest rates 
would have resulted in a pretax reduction of our earnings and cash flows of approximately $3.5 million in 2023. 
 
 

 
42 2024 Form 10-K 
 
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 
Report of Independent Registered Public Accounting Firm 
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. generally accepted accounting principles.  
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United 
States) (PCAOB), the Company's internal control over financial reporting as of January 31, 2025, based on criteria 
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the 
Treadway Commission (2013 framework), and our report dated March 21, 2025, expressed an unqualified opinion 
thereon. 
Basis for Opinion 
These financial statements are the responsibility of the Company's management. Our responsibility is to express an 
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with 
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal 
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the 
PCAOB.  
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether the financial statements are free of material 
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of 
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that 
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and 
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and 
significant estimates made by management, as well as evaluating the overall presentation of the financial statements. 
We believe that our audits provide a reasonable basis for our opinion.  
Critical Audit Matter 
The critical audit matter communicated below is a matter arising from the current period audit of the financial 
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to 
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, 
subjective or complex judgments. The communication of the critical audit matter does not alter in any way our 
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical  
 
 

 
2024 Form 10-K 43
 
audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosure to 
which it relates. 
 
 
Estimate of Workers’ Compensation and General Liability Reserves 
 
 
Description of the 
Matter 
The Company records expenses and reserves for workers’ compensation matters related 
to alleged work-related employee accidents and injuries, as well as general liability 
matters related to alleged non-employee incidents and injuries. At January 31, 2025, the 
Company’s reserves for self-insurance risks were $334.4 million, which includes 
workers’ compensation and general liability reserves. As discussed in Note 1 of the 
consolidated financial statements, the Company retains a significant portion of risk 
related to its workers’ compensation and general liability exposures. Accordingly, 
provisions are recorded for the Company’s estimates of such losses. The undiscounted 
future claim costs for the workers’ compensation and general liability exposures are 
estimated using actuarial methods.  
Auditing management’s assessment of the recorded workers’ compensation and general 
liability self-insurance exposure reserves was complex and judgmental due to the 
significant assumptions required in projecting the exposure on incurred claims (including 
those which have not been reported to the Company). In particular, the estimate was 
sensitive to significant assumptions such as loss development factors, trend factors, and 
pure loss rates. 
 
 
How We Addressed 
the Matter in Our 
Audit 
We obtained an understanding, evaluated the design, and tested the operating 
effectiveness of controls over the Company’s accounting for these self-insurance 
exposures. For example, we tested controls over the appropriateness of the assumptions 
management used in the calculation and the completeness and accuracy of the data 
underlying the reserves.  
To test the Company’s determination of the estimated required workers’ compensation 
and general liability self-insurance reserves, we performed audit procedures that 
included, among others, assessing the actuarial valuation methodologies utilized by 
management, testing the significant assumptions discussed above, testing the 
completeness and accuracy of the underlying data used by the Company in its evaluation, 
and testing the mathematical accuracy of the calculations. We also compared the 
significant assumptions used by management to industry accepted actuarial assumptions, 
reassessed the accuracy of management’s historical estimates utilized in prior period 
evaluations, and utilized an actuarial valuation specialist to assist in assessing the 
valuation methodologies and significant assumptions used in the valuation analysis, as 
well as to compare the Company’s recorded reserve to an independently developed range 
of actuarial reserves. 
 
 
 
/s/ Ernst & Young LLP 
 
We have served as the Company’s auditor since 2001. 
Nashville, Tennessee 
March 21, 2025 
 

 
44 2024 Form 10-K 
 
 
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES 
CONSOLIDATED BALANCE SHEETS 
(In thousands, except per share amounts) 
 
     January 31,      February 2,  
 
 
2025 
 
2024 
  
ASSETS 
 
 
 
 
 
Current assets: 
   
   
 
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 
 932,576  $ 
 537,283  
Merchandise inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6,711,242     6,994,266  
Income taxes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
 127,132   
 112,262  
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
 392,975    
 366,913  
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8,163,925     8,010,724  
Net property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6,209,481     6,087,722  
Operating lease assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    11,163,763    11,098,228  
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4,338,589     4,338,589  
Other intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,199,700     1,199,700  
Other assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
 57,275    
 60,628  
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 31,132,733  $ 30,795,591  
 
  
  
 
LIABILITIES AND SHAREHOLDERS’ EQUITY 
   
   
 
Current liabilities: 
   
   
 
Current portion of long-term obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 
 519,463  $ 
 768,645  
Current portion of operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,460,114   
 1,387,083  
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,833,133   
 3,587,374  
Accrued expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,045,856   
 971,890  
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
 10,136   
 10,709  
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6,868,702     6,725,701  
Long-term obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5,719,025     6,231,539  
Long-term operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9,764,783   
 9,703,499  
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,103,701     1,133,784  
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
 262,815    
 251,949  
Commitments and contingencies 
   
   
 
Shareholders’ equity: 
   
   
 
Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
 — 
 
 —  
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
 192,447    
 192,206  
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,812,590     3,757,005  
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3,405,683     2,799,415  
Accumulated other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . .    
 2,987    
 493  
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7,413,707     6,749,119  
Total liabilities and shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 31,132,733  $ 30,795,591  
 
The accompanying notes are an integral part of the consolidated financial statements. 
 
 
 

 
2024 Form 10-K 45
 
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF INCOME 
(In thousands, except per share amounts) 
 
 
 
 
 
 
 
 
 
 
 
 
    
For the Year Ended 
 
 
  
January 31,     
February 2,      February 3,  
 
 
2025 
 
2024 
 
2023 
 
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 40,612,308  $ 38,691,609  $ 37,844,863  
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      28,594,811     26,972,585     26,024,765  
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      12,017,497     11,719,024     11,820,098  
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . .      10,303,423     9,272,724     8,491,796  
Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,714,074     2,446,300     3,328,302  
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 274,320    
 326,781    
 211,273  
Other (income) expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 —    
 —    
 415  
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,439,754     2,119,519     3,116,614  
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 314,501    
 458,245    
 700,625  
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $  1,125,253  $  1,661,274  $  2,415,989  
Earnings per share: 
   
   
   
 
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $
 5.12  $ 
 7.57  $
 10.73  
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $
 5.11  $ 
 7.55  $
 10.68  
Weighted average shares outstanding: 
   
   
   
 
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 219,877    
 219,415    
 225,148  
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
 220,027    
 219,938    
 226,297  
 
  
  
   
 
Dividends per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $
 2.36  $ 
 2.36  $
 2.20  
 
The accompanying notes are an integral part of the consolidated financial statements. 
 
 
 

 
46 2024 Form 10-K 
 
 
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 
(In thousands) 
 
     
For the Year Ended 
 
 
January 31, 
     
February 2, 
     
February 3, 
 
 
2025 
 
2024 
 
2023 
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 
 1,125,253  $ 
 1,661,274  $ 
 2,415,989 
Unrealized net gain (loss) on hedged transactions and 
currency translation, net of related income tax expense 
(benefit) of ($11), $31, and $353, respectively . . . . . . . . . . . .  
 
  
 2,494    
 450    
 1,235 
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 
 1,127,747  $ 
 1,661,724  $ 
 2,417,224 
 
The accompanying notes are an integral part of the consolidated financial statements. 
 
 
 

 
2024 Form 10-K 47
 
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY 
(In thousands except per share amounts) 
 
    
 
     
 
     
 
     
 
    Accumulated      
 
 
 
Common   
 
 
Additional   
 
 
Other 
  
 
 
 
Stock  
Common  
Paid-in 
 
Retained 
 Comprehensive  
 
 
 
Shares  
Stock 
 
Capital 
 
Earnings 
 
Income (Loss)  
Total 
Balances, January 28, 2022 . . . . . . . . . .     230,016  $ 201,265  $ 3,587,914  $  2,473,999  $ 
 (1,192) $  6,261,986 
Net income . . . . . . . . . . . . . . . . . . . . . .    
 —    
 —    
 —     2,415,989    
 —     2,415,989 
Dividends paid, $2.20 per common 
share . . . . . . . . . . . . . . . . . . . . . . . . . .   
 —   
 —   
 —   
 (493,732)  
 —   
 (493,732) 
Unrealized net gain (loss) on 
hedged transactions . . . . . . . . . . . . . .    
 —    
 —    
 —    
 —    
 1,235    
 1,235 
Share-based compensation expense . . . .    
 —    
 —    
 72,712    
 —    
 —    
 72,712 
Repurchases of common stock . . . . . . .     (11,643)    (10,188)   
 —     (2,737,826)   
 —     (2,748,014) 
Excise tax incurred on common stock 
repurchases . . . . . . . . . . . . . . . . . . . . .   
 —   
 —   
 —   
 (2,290)  
 —   
 (2,290) 
Other equity and related transactions . .    
 732    
 641    
 33,245    
 —    
 —    
 33,886 
Balances, February 3, 2023 . . . . . . . . . .     219,105  $ 191,718  $ 3,693,871  $  1,656,140  $ 
 43  $  5,541,772 
Net income . . . . . . . . . . . . . . . . . . . . . .    
 —    
 —    
 —     1,661,274    
 —     1,661,274 
Dividends paid, $2.36 per common 
share . . . . . . . . . . . . . . . . . . . . . . . . . .   
 —   
 —   
 —   
 (517,999)  
 —   
 (517,999) 
Unrealized net gain (loss) on 
hedged transactions and currency 
translation . . . . . . . . . . . . . . . . . . . . . .    
 —    
 —    
 —    
 —    
 450    
 450 
Share-based compensation expense . . . .    
 —    
 —    
 51,891    
 —    
 —    
 51,891 
Other equity and related transactions . .    
 558    
 488    
 11,243    
 —    
 —    
 11,731 
Balances, February 2, 2024 . . . . . . . . . .     219,663  $ 192,206  $ 3,757,005  $  2,799,415  $ 
 493  $  6,749,119 
Net income . . . . . . . . . . . . . . . . . . . . . .    
 —    
 —    
 —     1,125,253    
 —     1,125,253 
Dividends paid, $2.36 per common 
share . . . . . . . . . . . . . . . . . . . . . . . . . .   
 —   
 —   
 —   
 (518,985)  
 —   
 (518,985) 
Unrealized net gain (loss) on 
hedged transactions and currency 
translation . . . . . . . . . . . . . . . . . . . . . .    
 —    
 —    
 —    
 —    
 2,494    
 2,494 
Share-based compensation expense . . . .    
 —    
 —    
 58,738    
 —    
 —    
 58,738 
Other equity and related transactions . .    
 276    
 241    
 (3,153)   
 —    
 —    
 (2,912) 
Balances, January 31, 2025 . . . . . . . . . .     219,939  $ 192,447  $ 3,812,590  $  3,405,683  $ 
 2,987  $  7,413,707 
 
The accompanying notes are an integral part of the consolidated financial statements. 
 
 
 

 
48 2024 Form 10-K 
 
 
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF CASH FLOWS 
(In thousands) 
 
     
For the Year Ended 
 
 
 
January 31,      February 2,      February 3,  
 
 
2025 
 
2024 
 
2023 
 
Cash flows from operating activities: 
   
   
   
 
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $  1,125,253  $  1,661,274  $  2,415,989  
Adjustments to reconcile net income to net cash from 
operating activities: 
 
  
 
  
 
  
 
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 971,703    
 848,793    
 724,877  
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 (30,345)   
 72,847    
 235,299  
Noncash share-based compensation . . . . . . . . . . . . . . . . . . . . . . .     
 58,738    
 51,891    
 72,712  
Other noncash (gains) and losses . . . . . . . . . . . . . . . . . . . . . . . . . .     
 296,184    
 88,982    
 530,530  
Change in operating assets and liabilities: 
  
   
   
 
Merchandise inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 230,208    
 (299,066)    (1,665,352) 
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . .     
 (23,864)   
 (63,576)   
 (65,102) 
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 302,915    
 36,940    
 (194,722) 
Accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . .     
 91,813    
 (39,189)   
 (25,409) 
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 (15,443)   
 25,303    
 (37,517) 
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 (11,098)   
 7,599    
 (6,750) 
Net cash provided by (used in) operating activities . . . . . . . . . . . . .      2,996,064     2,391,798     1,984,555  
Cash flows from investing activities: 
   
   
   
 
Purchases of property and equipment. . . . . . . . . . . . . . . . . . . . . . . . .      (1,309,888)    (1,700,222)    (1,560,582) 
Proceeds from sales of property and equipment . . . . . . . . . . . . . . . .     
 3,561    
 6,199    
 5,236  
Net cash provided by (used in) investing activities . . . . . . . . . . . . . .      (1,306,327)    (1,694,023)    (1,555,346) 
Cash flows from financing activities: 
   
   
   
 
Issuance of long-term obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 —     1,498,260     2,296,053  
Repayments of long-term obligations . . . . . . . . . . . . . . . . . . . . . . . .     
 (770,230)   
 (19,723)   
 (911,330) 
Net increase (decrease) in commercial paper outstanding . . . . . . . .    
 —    (1,501,900)   1,447,600  
Borrowings under revolving credit facilities . . . . . . . . . . . . . . . . . . .     
 —    
 500,000    
 —  
Repayments of borrowings under revolving credit facilities . . . . . .     
 —    
 (500,000)   
 —  
Costs associated with issuance of debt . . . . . . . . . . . . . . . . . . . . . . . .     
 (2,319)   
 (12,438)   
 (16,925) 
Repurchases of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 —    
 —     (2,748,014) 
Payments of cash dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
 (518,983)  
 (517,979)  
 (493,726) 
Other equity and related transactions . . . . . . . . . . . . . . . . . . . . . . . . .     
 (2,912)   
 11,712    
 33,880  
Net cash provided by (used in) financing activities . . . . . . . . . . . . .      (1,294,444)   
 (542,068)   
 (392,462) 
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . .     
 395,293    
 155,707    
 36,747  
Cash and cash equivalents, beginning of period . . . . . . . . . . . . . . . .     
 537,283    
 381,576    
 344,829  
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . . .   $ 
 932,576  $ 
 537,283  $ 
 381,576  
Supplemental cash flow information: 
   
   
   
 
Cash paid for: 
   
   
   
 
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 
 336,625  $ 
 352,473  $ 
 195,312  
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 
 354,727  $ 
 359,578  $ 
 500,814  
Supplemental noncash investing and financing activities: 
   
   
   
 
Right of use assets obtained in exchange for new operating 
lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  
 
$  1,592,510 
 
$  1,804,934 
 
$  1,836,718  
Purchases of property and equipment awaiting processing for 
payment, included in Accounts payable . . . . . . . . . . . . . . . . . . . . .  
 
$ 
 90,981 
 
$ 
 148,137 
 
$ 
 150,694  
 
The accompanying notes are an integral part of the consolidated financial statements. 

 
2024 Form 10-K 49
 
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
 
1. 
Basis of presentation and accounting policies 
 
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. The 
Company’s fiscal year ends on the Friday closest to January 31. The consolidated financial statements include all 
subsidiaries of the Company, except for its not-for-profit subsidiary which the Company does not control. 
Intercompany transactions have been eliminated. 
 
The Company sells general merchandise on a retail basis through 20,594 stores (as of January 31, 2025) in 
48 U.S. states and Mexico with the greatest concentration of stores in the southern, southwestern, midwestern and 
eastern United States. As of January 31, 2025, the Company operated 20 distribution centers for non-refrigerated 
products, ten cold storage distribution centers, and four combination distribution centers which have both 
refrigerated and non-refrigerated products. The Company leases 15 of these facilities and the remainder are owned. 
 
Cash and cash equivalents 
 
Cash and cash equivalents include highly liquid investments with original maturities of three months or less 
when purchased. Such investments primarily consist of money market funds, bank deposits, certificates of deposit, 
and commercial paper. 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. 
These receivables typically settle in less than five days with little or no default risk. 
 
Investments in debt and equity securities 
 
The Company accounts for investments in debt and marketable equity securities as held-to-maturity, 
available-for-sale, or trading, depending on their classification. Debt securities categorized as held-to-maturity are 
stated at amortized cost. Debt and equity securities categorized as available-for-sale are stated at fair value, with any 
unrealized gains and losses, net of deferred income taxes, reported as a component of Accumulated other 
comprehensive loss. Trading securities are stated at fair value, with changes in fair value recorded as a component of 
Selling, general and administrative (“SG&A”) expense. The cost of securities sold is based upon the specific 
identification method. 
 
Merchandise inventories 
 
Inventories are stated at the lower of cost or market (“LCM”) with cost determined using the retail last-in, 
first-out (“LIFO”) method as this method results in a better matching of costs and revenues. Under the Company’s 
retail inventory method (“RIM”), the calculation of gross profit and the resulting valuation of inventories at cost are 
computed by applying a calculated cost-to-retail inventory ratio to the retail value of sales at a department level. The 
use of the RIM will result in valuing inventories at LCM if markdowns are currently taken as a reduction of the 
retail value of inventories. 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. Current cost is determined using the RIM on a first-in, first-out basis. 
Under the LIFO inventory method, the impacts of rising or falling market price changes increase or decrease cost of 
sales (the LIFO provision or benefit). The Company recorded a LIFO provision of $38.7 million in 2024, 

 
50 2024 Form 10-K 
 
 
$61.6 million in 2023, and $517.3 million in 2022, which is included in cost of goods sold in the consolidated 
statements of income. 
 
The Company purchases its merchandise from a wide variety of suppliers. The Company’s two largest 
suppliers accounted for approximately 11% and 8%, respectively, of the Company’s purchases in 2024. 
 
Vendor rebates 
 
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. 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. 
 
Prepaid expenses and other current assets 
 
Prepaid expenses and other current assets include amounts receivable for certain vendor rebates and other 
miscellaneous receivables (primarily those expected to be collected in cash), and prepaid amounts for SaaS fees, 
maintenance, business licenses and insurance. 
 
Property and equipment 
 
Property and equipment acquired is recorded at cost. The Company records depreciation and amortization 
on a straight-line basis over the assets’ estimated useful lives. Depreciation and amortization expense is included in 
SG&A expenses as presented in the accompanying Consolidated Statements of Income, except depreciation and 
amortization expense related to assets used in the warehousing and distribution of goods which is capitalized into 
inventory and ultimately included in Cost of goods sold. Amounts included in the Company’s property and 
equipment balances and their estimated lives are summarized as follows: 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    
 
    
January 31,      February 2,  
(In thousands) 
 
Life 
 
2025 
 
2024 
 
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    Indefinite  $ 
 265,202  $
 236,899  
Land improvements . . . . . . . . . . . . . . . . . . . . . .    
 20 
   
 108,008   
 106,339  
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     39 -  40     2,031,642    1,688,467  
Leasehold improvements . . . . . . . . . . . . . . . . . .    
 (a) 
    1,300,742    1,189,060  
Furniture, fixtures and equipment . . . . . . . . . . .     3 -  10     7,128,287    6,604,870  
Construction in progress . . . . . . . . . . . . . . . . . .    
 
   
 254,445   
 539,242  
Right of use assets - finance leases . . . . . . . . . .   
Various  
 
 233,751  
 233,349  
 
  
 
 
   11,322,077    10,598,226  
Less accumulated depreciation and 
amortization . . . . . . . . . . . . . . . . . . . . . . . . . . .    
 
 
    (5,112,596)   (4,510,504) 
Net property and equipment . . . . . . . . . . . . . . .    
 
 
 $  6,209,481  $  6,087,722  
 
(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. Interest on borrowed funds during 
the construction of property and equipment is capitalized where applicable. Interest costs of $14.6 million, $12.5 
million, and $4.8 million were capitalized in 2024, 2023 and 2022, respectively. 
 
Impairment of long-lived assets 
 
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 

 
2024 Form 10-K 51
 
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. Generally, the Company’s policy is to review 
for impairment of stores open more than three years for which current cash flows from operations are negative. 
Impairment results when the carrying value of the assets exceeds the undiscounted future cash flows expected to be 
generated by the assets. The Company’s estimate of undiscounted future cash flows is based upon historical 
operations of the stores and estimates of future store profitability which encompasses many factors that are subject 
to variability and difficult to predict. If an asset group (typically considered a store) is found to be impaired, the 
amount recognized for impairment is equal to the difference between the carrying value and the asset group’s 
estimated fair value; however, no individual asset can be impaired below its individual fair value. The fair value for 
stores with ongoing operations is estimated based primarily upon estimated future cash flows over the asset’s 
remaining useful life, using the income approach (discounted at the Company’s credit adjusted risk-free rate) or 
other reasonable estimates of fair market value. The fair value of individual right of use assets which will continue 
to be utilized in the operations of stores is determined under the market approach using estimated market rent 
assessments based on market comps and broker quotes. For stores which will cease operations, fair value is 
estimated using an income-approach based on management's forecast of future cash flows expected to be derived 
from the property based on current sublease market rent (discounted at a rate reflective of a typical market 
participant’s required rate of return for similar properties). Assets to be disposed of are adjusted to the fair value less 
the cost to sell if less than the book value. 
 
The determination of fair value under the income approach requires assumptions including forecasts of 
future cash flows (such as revenue growth rates and operating expenses) and selection of a market-based discount 
rate. Estimates of market rent are based on market comps and non-binding broker quotes. 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 $226.7 million in 
2024, $6.7 million in 2023 and $2.1 million in 2022, to reduce the carrying value of certain of its stores’ assets. 
Impairment charges for 2024 included store asset and right of use asset impairment charges recorded in connection 
with the store portfolio optimization review as discussed in Note 12. Such action was deemed necessary based on 
the Company’s evaluation that such amounts would not be recoverable, resulting in the carrying value of the assets 
exceeding the estimated undiscounted future cash flows generated by the assets at these locations. 
 
Goodwill and other intangible assets 
 
If not deemed indefinite, the Company amortizes intangible assets over their estimated useful lives. 
Goodwill and intangible assets with indefinite lives are tested for impairment annually or more frequently if 
indicators of impairment are present. Definite lived intangible assets are tested for impairment if indicators of 
impairment are present. Impaired assets are written down to fair value as required. No impairment of intangible 
assets has been identified during any of the periods presented. 
 
In accordance with accounting standards for goodwill and indefinite-lived intangible assets, an entity has 
the option first to assess qualitative factors to determine whether events and circumstances indicate that it is more 
likely than not that goodwill or an indefinite-lived intangible asset is impaired. If after such assessment an entity 
concludes that the asset is not impaired, then the entity is not required to take further action. However, if an entity 
concludes otherwise, then it is required to determine the fair value of the asset using a quantitative impairment test. 
If the results of such test indicate impairment, the associated assets must be written down to fair value as described 
in further detail below. 
 
The quantitative goodwill impairment test requires management to make judgments in determining what 
assumptions to use in the calculation. 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 

 
52 2024 Form 10-K 
 
 
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. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is 
recognized in an amount equal to that excess. 
 
The Company’s goodwill balance has an indefinite life and is not expected to be deductible for income tax 
purposes. Substantially all of the Company’s other intangible assets are its trade names and trademarks which have 
an indefinite life. 
 
Other assets 
 
Noncurrent Other assets consist primarily of investments and qualifying prepaid expenses for maintenance, 
and utility and other deposits.  
 
Accrued expenses and other liabilities 
 
Accrued expenses and other consist of the following: 
 
 
 
 
 
 
 
 
 
 
    January 31,     February 2,  
(In thousands) 
 
2025 
 
2024 
 
Compensation and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $  171,318  $  145,665  
Self-insurance reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      165,085     151,317  
Taxes (other than taxes on income) . . . . . . . . . . . . . . . . . . . . . .      310,568     275,636  
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      398,885     399,272  
 
 $ 1,045,856  $  971,890  
 
Included in other accrued expenses are liabilities for freight expense, interest, utilities, maintenance and 
legal settlements. 
 
Supply chain finance programs 
 
The Company utilizes supply chain finance programs whereby qualifying suppliers may elect at their sole 
discretion to sell the Company’s payment obligations to designated third party financial institutions. While the terms 
of these agreements are between the supplier and the financial institution, the supply chain finance financial 
institutions allow the participating suppliers to utilize the Company’s creditworthiness in establishing credit spreads 
and associated costs. The payment terms that the Company has with participating suppliers under these programs 
generally range up to 150 days. 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. 
 
A summary of the Company’s supplier finance program activity is as follows: 
 
 
 
 
 
(In thousands) 
     
2024 
Beginning balance, February 2, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
$ 
 306,781 
Amounts added . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
   1,285,484 
Amounts settled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
   (1,192,586)
Ending balance, January 31, 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
$ 
 399,679 
 

 
2024 Form 10-K 53
 
Insurance liabilities 
 
The Company retains a significant portion of risk for its workers’ compensation, employee health, general 
liability, property, auto liability and certain third-party landlord general liability claim exposures. Accordingly, 
provisions are made for the Company’s estimates of such risks which are recorded as self-insurance reserves 
pursuant to Company policy. The undiscounted future claim costs for the workers’ compensation, general liability, 
landlord liability, and health claim risks are derived using actuarial methods which are sensitive to significant 
assumptions such as loss development factors, trend factors, pure loss rates, and projected claim counts. To the 
extent that subsequent claim costs vary from the Company’s estimates, future results of operations will be affected 
as the reserves are adjusted. 
 
Ashley River Insurance Company (“ARIC”), a Tennessee-based wholly owned captive insurance 
subsidiary of the Company, charges the operating subsidiary companies premiums to insure the retained workers’ 
compensation, medical stop-loss, and non-property general liability exposures. Pursuant to Tennessee insurance 
regulations, ARIC maintains certain levels of cash and cash equivalents related to its self-insured exposures.  
 
Leases 
 
The Company records operating lease right of use assets and liabilities on its balance sheet. Lease liabilities 
are recorded at a discount based upon the Company’s estimated collateralized incremental borrowing rate. Factors 
incorporated into the calculation of lease discount rates include the valuations and yields of the Company’s senior 
notes, their credit spread over comparable U.S. Treasury rates, and an index of the credit spreads for all North 
American investment grade companies by rating. To determine an indicative secured rate, the Company uses the 
estimated credit spread improvement that would result from an upgrade of one ratings classification by tenor. 
 
The Company records single lease cost on a straight-line basis over the base, non-cancelable lease term 
commencing on the date that the Company takes physical possession of the property from the landlord, which may 
include a period prior to the opening of a store or other facility to make any necessary leasehold improvements and 
install fixtures. Any tenant allowances received are recorded as a reduction of the right of use asset. Leases with an 
initial term of 12 months or less are not recorded on the balance sheet and lease expense for such leases is 
recognized on a straight-line basis over the lease term. The Company combines lease and nonlease components. 
Many leases include one or more options to renew, and the exercise of lease renewal options is at the Company’s 
sole discretion. The Company’s lease agreements do not contain any material residual value guarantees or material 
restrictive covenants. 
 
Other liabilities 
 
Other liabilities primarily consist of self-insurance which equaled $169.3 million in 2024 and $156.6 
million in 2023.  
 
Fair value accounting 
 
The Company utilizes accounting standards for fair value, which include the definition of fair value, the 
framework for measuring fair value, and disclosures about fair value measurements. Fair value is a market-based 
measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based 
on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering 
market participant assumptions in fair value measurements, fair value accounting standards establish a fair value 
hierarchy that distinguishes between market participant assumptions based on market data obtained from sources 
independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and 
the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within 
Level 3 of the hierarchy). 
 
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the 
Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are 
directly or indirectly observable for the asset or liability. Level 2 inputs may include quoted prices for similar assets 

 
54 2024 Form 10-K 
 
 
and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted 
prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted 
intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are based on an entity’s own 
assumptions, as there is little, if any, observable market activity. In instances where the fair value measurement is 
based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the 
entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement 
in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in 
its entirety requires judgment and considers factors specific to the asset or liability. 
 
Other comprehensive income 
 
Foreign currency denominated assets and liabilities held by foreign subsidiaries are translated into U.S. 
dollars using the spot rate in effect at the consolidated balance sheet date. Results of operations are translated using 
the average exchange rates in the period in which they occur. 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 
 
The Company recognizes retail sales in its stores at the time the customer takes possession of merchandise. 
All sales are net of discounts and are presented net of taxes assessed by governmental authorities that are imposed 
concurrent with those sales.  
 
The Company recognizes gift card sales revenue at the time of redemption. 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. 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. The Company recorded breakage revenue of $2.2 million, $2.6 million and $2.3 million in 2024, 2023 
and 2022, respectively. 
 
Advertising costs 
 
Advertising costs are expensed upon performance, “first showing” or distribution, and are reflected in 
SG&A expenses net of earned cooperative advertising amounts provided by vendors which are specific, incremental 
and otherwise qualifying expenses related to the promotion or sale of vendor products for dollar amounts up to but 
not exceeding actual incremental costs. Advertising costs were $122.9 million, $130.6 million and $126.0 million in 
2024, 2023 and 2022, respectively. These costs primarily include promotional circulars, digital media support, and 
in-store signage. Vendor funding for cooperative advertising offset reported expenses by $41.6 million, $35.7 
million and $33.4 million in 2024, 2023 and 2022, respectively. 
 
Share-based payments 
 
The Company recognizes compensation expense for share-based compensation based on the fair value of 
the awards on the grant date. Forfeitures are estimated at the time of valuation and reduce expense ratably over the 
vesting period. This estimate may be adjusted periodically based on the extent to which actual forfeitures differ, or 
are expected to differ, from the prior estimate. The forfeiture rate is the estimated percentage of share-based awards 
granted that are expected to be forfeited or canceled before becoming fully vested. The Company bases this estimate 
on historical experience or estimates of future trends, as applicable. An increase in the forfeiture rate will decrease 
compensation expense. 
 

 
2024 Form 10-K 55
 
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 application of this valuation model involves assumptions that are judgmental and highly sensitive to 
variation in the determination of compensation expense. 
 
The Company calculates compensation expense for restricted stock, share units and similar awards as the 
difference between the market price of the underlying stock or similar award on the grant date and the purchase 
price, if any. Such expense is recognized on a straight-line basis for time-based awards and on an accelerated or 
straight-line basis for performance awards depending on the period over which the recipient earns the awards. 
 
Store pre-opening costs 
 
Pre-opening costs related to new store openings and the related construction periods are expensed as 
incurred. 
 
Income taxes 
 
Under the accounting standards for income taxes, the asset and liability method is used for computing the 
future income tax consequences of events that have been recognized in the Company’s consolidated financial 
statements or income tax returns. Deferred income tax expense or benefit is the net change during the year in the 
Company’s deferred income tax assets and liabilities. 
 
The Company includes income tax related interest and penalties as a component of the provision for 
income tax expense. 
 
Income tax reserves are determined using a methodology which requires companies to assess each income 
tax position taken using a two-step process. A determination is first made as to whether it is more likely than not that 
the position will be sustained, based upon the technical merits, upon examination by the taxing authorities. If the tax 
position is expected to meet the more likely than not criteria, the benefit recorded for the tax position equals the 
largest amount that is greater than 50% likely to be realized upon ultimate settlement of the respective tax position. 
Uncertain tax positions require determinations and estimated liabilities to be made based on provisions of the tax 
law which may be subject to change or varying interpretation. If the Company’s determinations and estimates prove 
to be inaccurate, the resulting adjustments could be material to the Company’s future financial results. 
 
Management estimates 
 
The preparation of financial statements and related disclosures in conformity with accounting principles 
generally accepted in the United States requires management to make estimates and assumptions that affect the 
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 
consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. 
Actual results could differ from those estimates. 
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 

 
56 2024 Form 10-K 
 
 
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. The update is 
intended to improve the rate reconciliation and income taxes paid disclosures to enhance the transparency and 
decision usefulness of income tax disclosures. The update is effective for fiscal years beginning after December 15, 
2024. The Company is currently assessing the impact of the adoption of this required disclosure. 
 
In November 2024, the FASB issued new required disclosures for disaggregated expense information. The 
update is intended to improve the disclosures about expenses and address requests from investors for more detailed 
information about the types of expenses in commonly presented expense captions. The update is effective for fiscal 
years beginning after December 15, 2026. The Company is currently assessing the impact of the adoption of this 
required disclosure. 
 
2. 
Earnings per share 
 
Earnings per share is computed as follows (in thousands except per share data): 
 
 
 
 
 
 
 
 
 
 
 
 
 
2024 
 
 
     
 
     Weighted      
 
 
 
 
Net 
 
Average  
Per Share  
 
 
Income 
 
Shares 
 
Amount 
 
Basic earnings per share . . . . . . . . . . . . . . . . . . . . .   $  1,125,253   
 219,877  $ 
 5.12  
Effect of dilutive share-based awards . . . . . . . . . . .     
  
 150    
 
Diluted earnings per share . . . . . . . . . . . . . . . . . . . .   $  1,125,253   
 220,027  $ 
 5.11  
 
 
 
 
 
 
 
 
 
 
 
 
2023 
 
 
     
 
     Weighted      
 
 
 
 
Net 
 
Average  
Per Share  
 
 
Income 
 
Shares 
 
Amount 
 
Basic earnings per share . . . . . . . . . . . . . . . . . . . . .   $  1,661,274   
 219,415  $ 
 7.57  
Effect of dilutive share-based awards . . . . . . . . . . .     
  
 523    
 
Diluted earnings per share . . . . . . . . . . . . . . . . . . . .   $  1,661,274   
 219,938  $ 
 7.55  
 
 
 
 
 
 
 
 
 
 
 
 
 
2022 
 
 
     
 
     Weighted      
 
 
 
 
Net 
 
Average  
Per Share  
 
 
Income 
 
Shares 
 
Amount 
 
Basic earnings per share . . . . . . . . . . . . . . . . . . . . .   $  2,415,989   
 225,148  $ 
 10.73  
Effect of dilutive share-based awards . . . . . . . . . . .     
  
 1,149    
 
Diluted earnings per share . . . . . . . . . . . . . . . . . . . .   $  2,415,989   
 226,297  $ 
 10.68  
 
Basic earnings per share is computed by dividing net income by the weighted average number of shares of 
common stock outstanding during the year. Diluted earnings per share is determined based on the dilutive effect of 
share-based awards using the treasury stock method. 
 
Share-based awards that were outstanding at the end of the respective periods but were not included in the 
computation of diluted earnings per share because the effect of exercising such options would be antidilutive, were 
approximately 0.2 million, 0.1 million and 0.1 million in 2024, 2023 and 2022, respectively. 
 

 
2024 Form 10-K 57
 
3. 
Income taxes  
 
The provision (benefit) for income taxes consists of the following: 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands) 
    
2024 
    
2023 
    
2022 
 
Current: 
   
   
   
 
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 296,598  $ 324,339  $ 400,752  
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 422    
 880    
 279  
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      47,878     59,181     63,562  
 
    344,898     384,400     464,593  
Deferred: 
   
   
   
 
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (24,547)    72,769     195,529  
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
 4   
 (297)  
 (24) 
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (5,854)   
 1,373     40,527  
 
    (30,397)    73,845     236,032  
 
 $ 314,501  $ 458,245  $ 700,625  
 
A reconciliation between actual income taxes and amounts computed by applying the federal statutory rate 
to income before income taxes is summarized as follows: 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Dollars in thousands) 
     
2024 
     
2023 
     
2022 
  
U.S. federal statutory rate on earnings before 
income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .    $ 302,349      21.0 %  $ 445,098      21.0 %  $ 654,489      21.0  %
State income taxes, net of federal income tax 
benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       33,270   
 2.3  
   47,855   
 2.2  
   82,134   
2.6  
Jobs credits, net of federal income taxes . . . . . .       (33,345)   (2.3) 
   (34,279)   (1.6) 
   (37,639)  
(1.2) 
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       12,227   
 0.8  
  
 (429)  
 —  
  
 1,641   
0.1  
 
 $ 314,501    21.8 %  $ 458,245    21.6 %  $ 700,625    22.5 %
 
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. 
 
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. Significant components of 
the Company’s deferred tax assets and liabilities are as follows: 

 
58 2024 Form 10-K 
 
 
 
 
 
 
 
 
 
 
 
 
     January 31,      February 2,   
(In thousands) 
 
2025 
 
2024 
  
Deferred tax assets: 
   
   
 
Deferred compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 
 12,914  $
 13,441  
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 14,586    
 13,112  
Accrued rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 195    
 306  
Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2,864,218    2,852,395  
Accrued insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 10,200    
 8,732  
Accrued incentive compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 10,605    
 5,356  
Share based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
 19,006   
 17,052  
Tax benefit of income tax and interest reserves related to uncertain tax 
positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 1,155    
 1,028  
State and foreign tax net operating loss carry forwards, net of federal tax . . . . . . .     
 18,984    
 9,781  
State tax credit carry forwards, net of federal tax . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 16,187    
 19,463  
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 21,368    
 22,882  
 
    2,989,418     2,963,548  
Less valuation allowances, net of federal income taxes . . . . . . . . . . . . . . . . . . . . . . . .     
 (22,975)   
 (17,000) 
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2,966,443     2,946,548  
Deferred tax liabilities: 
   
   
 
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (707,318)    (736,322) 
Lease assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (2,806,870)   (2,815,466) 
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (224,933)    (199,603) 
Trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (304,673)    (306,915) 
Prepaid insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
 (24,874)  
 (20,275) 
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 (1,213)   
 (1,751) 
Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (4,069,881)    (4,080,332) 
Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $ (1,103,438) $ (1,133,784) 
The Company has state tax credit carryforwards of approximately $16.2 million (net of federal benefit) that 
will expire beginning in 2028 through 2048. 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 a valuation allowance for certain state tax credit carryforwards and foreign net operating 
loss carryforwards and deferred tax assets, in the amount of $23.0 million and $17.0 million (net of federal benefit) 
which increased income tax expense by $6.0 million and $8.0 million in 2024 and 2023, respectively. Management 
believes that the results from operations will not generate sufficient taxable income to realize the state deferred tax 
assets before they expire and, with respect to the foreign deferred tax assets, will assess the existing positive and 
negative evidence in evaluating a potential release of the valuation allowance on the deferred tax assets in future 
periods. 
 
Management believes that it is more likely than not that the Company’s results of operations and its 
existing deferred tax liabilities will generate sufficient taxable income to realize the remaining deferred tax assets.  
 
The Company’s 2020 and earlier tax years are not open for further examination by the Internal Revenue 
Service (“IRS”). The IRS, at its discretion, may choose to examine the Company’s 2021 through 2023 fiscal year 
income tax filings. The Company has various state income tax examinations that are currently in progress. 
Generally, with few exceptions, the Company’s 2021 and later tax years remain open for examination by the various 
state taxing authorities. 
 
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. 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. These totals are reflected in noncurrent Other liabilities in the consolidated balance sheets. 

 
2024 Form 10-K 59
 
The Company’s reserve for uncertain tax positions is expected to be reduced by $3.5 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. 
The amounts associated with uncertain tax positions included in income tax expense consists of the 
following: 
 
 
 
 
 
 
 
 
 
 
 
(In thousands) 
     
2024 
     
2023 
     
2022 
 
Income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . .   $ 
 163  $  3,930  $  1,797  
Income tax related interest expense (benefit) . . . . . . . . .     
 773    
 710    
 28  
Income tax related penalty expense (benefit) . . . . . . . . .     
 826    
 —    
 —  
 
A reconciliation of the uncertain income tax positions from January 28, 2022 through January 31, 2025 is 
as follows: 
 
 
 
 
 
 
 
 
 
 
 
(In thousands) 
     
2024 
     
2023 
     
2022 
 
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $  14,377  $  7,988  $  6,191  
Increases—tax positions taken in the current year . . . . .     
 189    
 665    
 —  
Increases—tax positions taken in prior years . . . . . . . . .      4,893     8,101     3,499  
Decreases—tax positions taken in prior years . . . . . . . .      (5,722)   
 —    
 —  
Statute expirations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (2,111)    (1,931)    (1,239) 
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 —    
 (446)   
 (463) 
Ending balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $  11,626  $  14,377  $  7,988  
 
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.   
4. 
Leases 
As of January 31, 2025, the Company’s primary leasing activities were real estate leases for most of its 
retail store locations and certain of its distribution facilities. Many of the Company’s store locations carry a primary 
lease term of up to 15 years. Certain of the Company’s leased store locations have variable payments based upon 
actual costs of common area maintenance, real estate taxes and property and liability insurance. In addition, some of 
the Company’s leased store locations have provisions for variable payments based upon a specified percentage of 
defined sales volume. The Company’s lease agreements generally do not contain material restrictive covenants. 
Most of the Company’s leases include one or more options to renew and extend the lease term. The 
exercise of lease renewal options is at the Company’s sole discretion. Generally, a renewal option is not deemed to 
be reasonably certain to be exercised until such option is legally executed. The Company’s leases do not include 
purchase options or residual value guarantees on the leased property. The depreciable life of leasehold 
improvements is limited by the expected lease term. 
Substantially all of the Company’s leases are classified as operating leases and the associated assets and 
liabilities are presented as separate captions in the consolidated balance sheets. Finance lease assets are included in 
net property and equipment, and finance lease liabilities are included in long-term obligations, in the consolidated 
balance sheets. At January 31, 2025, the weighted-average remaining lease term for the Company’s leases was 9.4 
years, and the weighted average discount rate was 4.5%. 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  

 
60 2024 Form 10-K 
 
 
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. 
The scheduled maturities of the Company’s operating lease liabilities are as follows: 
(In thousands) 
       
 
  
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
$  1,921,426  
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
  
 1,826,594  
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
  
 1,694,935  
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
  
 1,524,602  
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
  
 1,322,309  
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
  
 5,471,916  
Total lease payments (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
  13,761,782  
Less imputed interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
  (2,536,885) 
Present value of lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
$  11,224,897  
 
a) Excludes approximately $322.5 million of legally binding minimum lease payments for leases signed which 
have not yet commenced.  
5. 
Current and long-term obligations 
Consolidated current and long-term obligations consist of the following:  
 
 
 
 
 
 
 
 
 
     January 31,      February 2,   
(In thousands) 
 
2025 
 
2024 
  
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) . . . . . .    
 —   
 749,770  
4.150% Senior Notes due November 1, 2025 (net of discount of $71 and $162) . . . . . .    
 499,929   
 499,838  
3.875% Senior Notes due April 15, 2027 (net of discount of $112 and $160) . . . . . . . .    
 599,888   
 599,840  
4.625% Senior Notes due November 1, 2027 (net of discount of $300 and $400) . . . . .    
 549,700   
 549,600  
4.125% Senior Notes due May 1, 2028 (net of discount of $184 and $237) . . . . . . . . . .    
 499,816   
 499,763  
5.200% Senior Notes due July 5, 2028 (net of discount of $99 and $124) . . . . . . . . . . .    
 499,901   
 499,876  
3.500% Senior Notes due April 3, 2030 (net of discount of $376 and $441) . . . . . . . . .    
 953,108   
 951,240  
5.000% Senior Notes due November 1, 2032 (net of discount of $1,955 
and $2,155) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
 698,045   
 697,845  
5.450% Senior Notes due July 5, 2033 (net of discount of $1,396 and $1,521) . . . . . . .    
 998,604   
 998,479  
4.125% Senior Notes due April 3, 2050 (net of discount of $4,571 and $4,670) . . . . . .    
 495,429   
 495,330  
5.500% Senior Notes due November 1, 2052 (net of discount of $284 and $288) . . . . .    
 299,716   
 299,712  
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
 181,076   
 200,418  
Debt issuance costs, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 (36,724)   
 (41,527) 
 
 $ 6,238,488  $ 7,000,184  
Less: current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (519,463)    (768,645) 
Long-term obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 5,719,025  $ 6,231,539  
 
Revolving Facility 
On September 3, 2024, the Company entered into an amended and restated credit agreement which 
provides for a $2.375 billion unsecured five-year revolving credit facility (the “Revolving Facility”) and allows for a 
subfacility for letters of credit of up to $100 million, of which $70 million is currently committed. The Revolving 
Facility is scheduled to mature on September 3, 2029. 
Borrowings under the Revolving Facility bear interest at a rate equal to an applicable interest rate margin 
plus, at the Company’s option, either (a) Adjusted Term SOFR (which is Term SOFR (as published by CME Group  

 
2024 Form 10-K 61
 
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 31, 2025 was 1.015% for 
Adjusted Term SOFR borrowings and 0.015% for base-rate borrowings. The Company is also required to pay a 
facility fee, payable on any used and unused commitment amounts of the Revolving Facility, and customary fees on 
letters of credit issued under the Revolving Facility. As of January 31, 2025, the facility fee rate was 0.11%. The 
applicable interest rate margins for borrowings, the facility fees and the letter of credit fees under the Revolving 
Facility are subject to adjustment from time to time based on the Company’s long-term senior unsecured debt 
ratings.  
 
The credit agreement governing the Revolving Facility contains a number of customary affirmative and 
negative covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to: incur 
additional liens; sell all or substantially all of the Company’s assets; consummate certain fundamental changes or 
change in the Company’s lines of business; and incur additional subsidiary indebtedness. The credit agreement 
governing the Revolving Facility also contains financial covenants which require the maintenance of a minimum 
fixed charge coverage ratio and a maximum leverage ratio. 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. The credit agreement governing the Revolving Facility 
also contains customary events of default.   
 
As of January 31, 2025, 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 $50.9 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 
 
As of January 31, 2025, the Company had a commercial paper program under which the Company may 
issue unsecured commercial paper notes (the “CP Notes”) from time to time in an aggregate amount not to exceed 
$2.0 billion outstanding at any time. The CP Notes may have maturities of up to 364 days from the date of issue and 
rank equal in right of payment with all of the Company’s other unsecured and unsubordinated indebtedness. The 
Company intends to maintain available commitments under the Revolving Facility in an amount at least equal to the 
amount of CP Notes outstanding at any time. As of January 31, 2025, the Company’s consolidated balance sheet 
reflected no outstanding CP Notes. 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. 
  
Senior Notes 
 
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 

 
62 2024 Form 10-K 
 
 
4.25% senior notes due September 2024. There was no gain or loss associated with the redemption. 
 
Collectively, the Company’s Senior Notes mature between 2024 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”). The 
Company may redeem some or all of its Senior Notes at any time at redemption prices set forth in the Senior 
Indenture. Upon the occurrence of a change of control triggering event, which is defined in the Senior Indenture, 
each holder of the Senior Notes has the right to require the Company to repurchase some or all of such holder’s 
Senior Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid 
interest, if any, to, but excluding, the repurchase date. 
 
The Senior Indenture contains covenants limiting, among other things, the ability of the Company and its 
subsidiaries to (subject to certain exceptions): consolidate, merge, sell or otherwise dispose of all or substantially all 
of the Company’s assets; and to incur or guarantee indebtedness secured by liens on any shares of voting stock of 
significant subsidiaries. The Senior Indenture also provides for events of default which, if any of them occurs, would 
permit or require the principal of and accrued interest on the Senior Notes to become or to be declared due and 
payable, as applicable. 
 
Scheduled debt maturities at January 31, 2025 for the Company’s fiscal years listed below are as follows: 
 
(In thousands) 
       
 
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
$ 
 519,463 
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 17,473 
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 1,165,843 
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 1,015,161 
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 8,507 
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     
 3,604,629 
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
 6,331,076 
 
 
6. 
Assets and liabilities measured at fair value 
 
The following table presents the Company’s assets and liabilities required to be measured at fair value as of 
January 31, 2025, aggregated by the level in the fair value hierarchy within which those measurements are 
classified. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    Quoted Prices      
 
     
 
     
 
 
 
 
in Active 
  
 
  
 
  
 
 
 
 
Markets 
 
Significant   
 
  
 
 
 
 
for Identical  
Other 
 
Significant  
Total Fair  
 
 
Assets and  
Observable  Unobservable 
Value at 
 
 
 
Liabilities  
Inputs 
 
Inputs 
 
January 31,  
(In thousands) 
 
(Level 1) 
 
(Level 2)  
(Level 3) 
 
2025 
 
Liabilities: 
   
   
   
   
 
Current and long-term obligations (a) . . . . . . . . . . . . . . . .   $ 5,852,323  $ 181,076  $ 
 —  $ 6,033,399  
Deferred compensation (b) . . . . . . . . . . . . . . . . . . . . . . . . .     
 49,703    
 —    
 —    
 49,703  
 
(a) Included in the consolidated balance sheet at book value as current portion of long-term obligations of $519,463 
and long-term obligations of $5,719,025. 
(b) Reflected at fair value in the consolidated balance sheet as a component of accrued expenses and other current 
liabilities of $4,876 and a component of noncurrent other liabilities of $44,827. 
 
The carrying amounts reflected in the consolidated balance sheets for cash, cash equivalents, short-term 
investments, receivables and payables approximate their respective fair values. The Company does not have any 
recurring fair value measurements using significant unobservable inputs (Level 3) as of January 31, 2025. 
 
 

 
2024 Form 10-K 63
 
Certain assets and liabilities are measured at fair value on a nonrecurring basis. These include assets for 
which impairments were recorded. The Company reviewed store assets for indicators of impairment. The fair value 
is estimated based primarily upon estimated future cash flows over the asset’s remaining useful life (discounted at 
the Company’s credit adjusted risk-free rate) or other reasonable estimates of fair market value. These measures of 
fair value, and related inputs, are considered a Level 3 approach under the fair value hierarchy. Refer to Note 1 and 
Note 12 for further information regarding the impairment charges recorded. 
 
 
7. 
Commitments and contingencies 
 
Legal proceedings 
 
From time to time, the Company is a party to various legal matters in the ordinary course of its business, 
including actions by employees, consumers, suppliers, government agencies, or others. The Company has recorded 
accruals with respect to these matters, where appropriate, which are reflected in the Company’s condensed 
consolidated financial statements. For some matters, a liability is not probable or the amount cannot be reasonably 
estimated and therefore an accrual has not been made.  
 
On November 27, 2023, and November 30, 2023, respectively, the following putative shareholder class 
action lawsuits were filed in the United States District Court for the Middle District of Tennessee in which the 
plaintiffs allege that during the putative class periods noted below, the Company and certain of its current and 
former officers violated the federal securities laws by misrepresenting the impact of alleged store labor, inventory, 
pricing and other practices on the Company’s financial results and prospects: Washtenaw County Employees’ 
Retirement System v. Dollar General Corporation, et al. (Case No. 3:23-cv-01250) (putative class period of May 28, 
2020 to August 30, 2023) (“Washtenaw County”); Robert J. Edmonds v. Dollar General Corporation, et al. (Case 
No. 3:23-cv-01259) (putative class period of February 23, 2023 to August 31, 2023) (“Edmonds”) (collectively, the 
“Shareholder Securities Litigation”). The plaintiffs seek compensatory damages, equitable/injunctive relief, pre- 
and post-judgment interest and attorneys’ fees and costs. The Edmonds matter was voluntarily dismissed on January 
19, 2024. On April 4, 2024, the court appointed lead plaintiffs and lead counsel in the Shareholder Securities 
Litigation. On June 17, 2024, lead plaintiffs filed a consolidated amended complaint, adding a claim that lead 
plaintiffs and certain members of the putative class purchased shares of the Company’s common stock 
contemporaneously with common stock sales by certain individual defendants. On October 17, 2024, lead plaintiffs 
filed a second consolidated amended complaint, expanding the putative class period to cover May 28, 2020 to 
August 28, 2024. On November 15, 2024, Defendants moved to dismiss the second consolidated amended 
complaint, and briefing on Defendants’ motion has been completed.  
 
At this time, it is not possible to estimate the value of the claims asserted in the Shareholder Securities 
Litigation or the potential range of loss in this matter, and no assurances can be given that the Company will be 
successful in its defense on the merits or otherwise.  However, if the Company is not successful in its defense 
efforts, the resolution of the Shareholder Securities Litigation could have a material adverse effect on the 
Company’s consolidated financial statements as a whole. 
 
On January 26 and 29, 2024, and February 1, 2024, respectively, the following shareholder derivative 
actions were filed in the United States District Court for the Middle District of Tennessee in which the plaintiff 
shareholders, purportedly on behalf and for the benefit of the Company, allege that certain of the Company’s current 
and former officers and directors (i) violated their fiduciary duties by misrepresenting the impact of alleged store 
labor, inventory pricing, and other practices on the Company’s financial results, prospects, and reputation, as well as 
creating a risk of adverse regulatory action; (ii) wasted corporate assets; and (iii) were unjustly enriched: Nathan 
Silva v. Todd J. Vasos, et. al. (Case No. 3:24-cv-00083) (“Silva”); Terry Dunn v. Todd J. Vasos, et. al. (Case No. 
3:24-cv-00093) (“Dunn”); Kathryn A. Caliguiri Inh Ira Bene Of Catherine Sugarbaker v. Todd J. Vasos, et. al. 
(Case No. 3:24-cv-00117) (“Caliguiri”) (collectively, the “Federal Court Shareholder Derivative Litigation”). The 
Silva complaint also alleges certain of the Company’s current and former officers and directors violated federal 
securities laws and aided and abetted breach of fiduciary duty and that Mr. Vasos violated his fiduciary duties by 
misusing material, non-public information.  The Dunn and Caliguiri complaints additionally allege that certain of 
the Company’s officers and directors violated their fiduciary duties by recklessly or negligently disregarding 
workplace safety practices, and that Mr. Vasos, John Garratt and Patricia Fili-Krushel violated their fiduciary duties 

 
64 2024 Form 10-K 
 
 
by misusing material, non-public information.  The plaintiffs in the Federal Court Shareholder Derivative Litigation 
seek both non-monetary and monetary relief for the benefit of the Company. On April 2, 2024, the court 
consolidated the Silva, Dunn, and Caliguiri actions.  On May 2, 2024, the Silva action was dismissed. On May 22, 
2024, the court entered an order staying the Dunn and Caliguiri actions pending resolution of the defendants’ 
anticipated motion to dismiss in the Shareholder Securities Litigation. 
 
On March 26, 2024 and March 28, 2024, respectively, the following shareholder derivative actions were 
filed in the Chancery Court for Davidson County, Tennessee: Todd Hellrigel v. Todd J. Vasos et al. (Case No. 24-
0392-I) (“Hellrigel"); Steve Southwell v. Todd Vasos, et al. (Case No. 24-0379-I) (“Southwell”) (collectively, the 
“State Court Shareholder Derivative Litigation”). The claims in the State Court Shareholder Derivative Litigation 
include allegations that certain of the Company’s current and former officers and directors (i) violated their fiduciary 
duties by misrepresenting the impact of alleged store labor, inventory pricing and other practices on the Company’s 
financial results, prospects, and reputation, as well as creating a risk of adverse regulatory action; (ii) were unjustly 
enriched; and (iii) that Mr. Vasos, Mr. Garratt, Warren Bryant, and Ms. Fili-Krushel violated their fiduciary duties 
by misusing material, non-public information.  The relief sought is substantially the same as the relief sought in the 
Federal Court Derivative Shareholder Litigation. On May 20, 2024, the court entered an agreed order consolidating 
the Hellrigel and Southwell actions, appointing lead counsel, and staying the State Court Shareholder Derivative 
Litigation pending resolution of defendants’ anticipated motion to dismiss the Shareholder Securities Litigation. 
 
Based on information currently available, the Company believes that its pending legal matters, both 
individually and in the aggregate, will be resolved without a material adverse effect on the Company’s consolidated 
financial statements as a whole. However, litigation and other legal matters involve an element of uncertainty.  
Adverse decisions and settlements, including any required changes to the Company’s business, or other 
developments in such matters could affect the consolidated operating results in future periods or result in liability or 
other amounts material to the Company’s annual consolidated financial statements. 
 
8. 
Benefit plans 
 
The Dollar General Corporation 401(k) Savings and Retirement Plan, which became effective on 
January 1, 1998, is a safe harbor defined contribution plan and is subject to the Employee Retirement and Income 
Security Act (“ERISA”). 
 
A participant’s right to claim a distribution of his or her account balance is dependent on the plan, ERISA 
guidelines and Internal Revenue Service regulations. All active participants are fully vested in all contributions to 
the 401(k) plan. During 2024, 2023 and 2022, the Company expensed approximately $38.2 million, $35.9 million 
and $35.7 million, respectively, for matching contributions. 
 
The Company also has a compensation deferral plan (“CDP”) and a nonqualified supplemental retirement 
plan (“SERP”), known as the Dollar General Corporation CDP/SERP Plan, for a select group of management and 
other key employees. The Company incurred compensation expense for these plans of approximately $0.7 million in 
2024, $1.0 million in 2023 and $1.2 million in 2022. 
 
The deferred compensation liability associated with the CDP/SERP Plan is reflected in the consolidated 
balance sheets as further disclosed in Note 6. 
 
9. 
Share-based payments 
 
The Company accounts for share-based payments in accordance with applicable accounting standards, 
under which the fair value of each award is separately estimated and amortized into compensation expense over the 
service period. The fair value of the Company’s stock option grants are estimated on the grant date using the Black-
Scholes-Merton valuation model. The application of this valuation model involves assumptions that are judgmental 
and highly sensitive in the determination of compensation expense. The fair value of the Company’s other share-
based awards discussed below are estimated using the Company’s closing stock price on the grant date. Forfeitures 
are estimated at the time of valuation and reduce expense ratably over the vesting period. 
 
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”). The Plans 

 
2024 Form 10-K 65
 
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. Awards previously granted under the 2007 Plan remain outstanding in accordance with their 
terms. The number of shares of Company common stock authorized for grant under the 2021 Plan is 11,838,143.  
 
Generally, share-based awards issued by the Company are in the form of stock options, restricted stock 
units and performance share units, and unless noted otherwise, the disclosures that follow refer to such awards. With 
limited exceptions, stock options and restricted stock units granted to employees generally vest ratably on an annual 
basis over four-year and three-year periods, respectively.  Awards granted to board members generally vest over a 
one-year period. The number of performance share units earned are based on performance criteria measured over a 
period of one to three years, and such awards generally vest over a three-year period. 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:  
 
 
 
 
 
 
 
 
 
 
     January 31,      
February 2,      
February 3,   
 
 
2025 
 
2024 
 
2023 
  
Expected dividend yield. . . . . . . . . . . . . . . .   
 1.6 %   
 1.5 %   
 1.0 % 
Expected stock price volatility . . . . . . . . . .   
 30.4 %   
 27.7 %   
 25.4 % 
Weighted average risk-free interest rate . . .   
 4.1 %   
 4.1 %   
 2.4 % 
Expected term of options (years) . . . . . . . .   
 4.7  
 4.7  
 4.8  
 
Expected dividend yield - This is an estimate of the expected dividend yield on the Company’s stock. An 
increase in the dividend yield will decrease compensation expense. 
 
Expected stock price volatility - This is a measure of the amount by which the price of the Company’s 
common stock has fluctuated or is expected to fluctuate, calculated based upon historical volatility. An increase in 
the expected volatility will increase compensation expense. 
Weighted average risk-free interest rate - This is the U.S. Treasury rate for the week of the grant having a 
term approximating the expected life of the option. An increase in the risk-free interest rate will increase 
compensation expense. 
Expected term of options - This is the period of time over which the options granted are expected to remain 
outstanding. An increase in the expected term will increase compensation expense. 
 
A summary of the Company’s stock option activity during the year ended January 31, 2025 is as follows: 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     
 
    Average     Remaining      
 
 
 
 
Options 
 
Exercise  
Contractual  
Intrinsic  
(Intrinsic value amounts reflected in thousands)  
Issued 
 
Price 
 Term in Years 
Value 
 
Balance, February 2, 2024 . . . . . . . . . . . .     2,413,642  $ 164.21   
   
 
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . .    
 891,666     148.85   
   
 
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . .     (101,719)    100.04   
   
 
Canceled or expired . . . . . . . . . . . . . . . . .     (243,651)    178.65   
   
 
Balance, January 31, 2025 . . . . . . . . . . . .     2,959,938  $ 160.60   
 6.7  $ 28,020  
Exercisable at January 31, 2025 . . . . . . .     1,366,006  $ 159.59   
 4.6  $ 28,020  
 
The weighted average grant date fair value per share of options granted was $42.06, $44.97 and $52.06 
during 2024, 2023 and 2022, respectively. The intrinsic value of options exercised during 2024, 2023 and 2022, was 
$4.8 million, $19.0 million and $62.7 million, respectively. 
 

 
66 2024 Form 10-K 
 
 
The number of performance share unit awards earned is based upon the Company’s financial performance 
as specified in the award agreement. A summary of performance share unit award activity during the year ended 
January 31, 2025 is as follows: 
 
 
 
 
 
 
 
 
 
    
Units 
     Intrinsic  
(Intrinsic value amounts reflected in thousands) 
 
Issued 
 
Value  
Balance, February 2, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     174,160    
 
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
 70,010    
 
Converted to common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (115,251)   
 
Canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (57,189)   
 
Balance, January 31, 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
 71,730  $ 5,097  
 
All performance share unit awards at January 31, 2025 are unvested, and the number of such awards which 
will ultimately vest will be based in part on the Company’s financial performance in future years. The weighted 
average grant date fair value per share of performance share units granted was $154.21, $208.13 and $214.25 during 
2024, 2023 and 2022, respectively. 
 
A summary of restricted stock unit award activity during the year ended January 31, 2025 is as follows: 
 
 
 
 
 
 
 
 
 
    
Units 
    Intrinsic  
(Intrinsic value amounts reflected in thousands) 
 
Issued 
 
Value 
 
Balance, February 2, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     370,463    
 
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     507,975    
 
Converted to common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (144,713)   
 
Canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (91,765)   
 
Balance, January 31, 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     641,960  $ 45,618  
 
The weighted average grant date fair value per share of restricted stock units granted was $130.78, $193.78 
and $223.51 during 2024, 2023 and 2022, respectively. 
 
At January 31, 2025, the total unrecognized compensation cost related to unvested stock-based awards was 
$85.5 million with an expected weighted average expense recognition period of 1.9 years. 
 
The fair value method of accounting for share-based awards resulted in share-based compensation expense 
(a component of SG&A expenses) and a corresponding reduction in income before and net of income taxes as 
follows: 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock 
 
Performance  
Restricted  
 
 
 
(In thousands) 
     
Options 
     Share Units      Stock Units      
Total 
 
Year ended January 31, 2025 
   
   
   
   
 
Pre-tax . . . . . . . . . . . . . . . . . . . . .   $ 
 21,137  $ 
 970  $  36,631  $  58,738  
Net of tax . . . . . . . . . . . . . . . . . . .   $ 
 16,529  $ 
 759  $  28,645  $  45,933  
Year ended February 2, 2024 
   
   
   
   
 
Pre-tax . . . . . . . . . . . . . . . . . . . . .   $ 
 19,400  $ 
 1,732  $  30,759  $  51,891  
Net of tax . . . . . . . . . . . . . . . . . . .   $ 
 15,210  $ 
 1,358  $  24,115  $  40,683  
Year ended February 3, 2023 
   
   
   
   
 
Pre-tax . . . . . . . . . . . . . . . . . . . . .   $ 
 20,502  $ 
 26,920  $  25,249  $  72,671  
Net of tax . . . . . . . . . . . . . . . . . . .   $ 
 15,893  $ 
 20,868  $  19,573  $  56,334  
 
 

 
2024 Form 10-K 67
 
10. 
Segment reporting 
The Company manages its business on the basis of one reportable operating segment. 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. Certain product sourcing and other 
operations are located outside the United States, which collectively are not material with regard to assets, results of 
operations or otherwise to the consolidated financial statements. The following net sales data is presented in 
accordance with accounting standards related to disclosures about segments of an enterprise. 
(in thousands) 
     
2024 
     
2023 
     
2022 
Classes of similar products: 
   
   
   
Consumables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 33,370,910  $ 31,342,595  $ 30,155,218 
Seasonal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      4,073,317     4,083,790     4,182,815 
Home products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2,074,379     2,163,806     2,332,411 
Apparel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,093,702     1,101,418     1,174,419 
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 40,612,308  $ 38,691,609  $ 37,844,863 
 
 
The Company’s Chief Operating Decision maker (“CODM”) is the Chief Executive Officer. The measure 
of profit or loss utilized by the CODM in assessing segment performance and allocating resources is net income as 
presented on the Company’s Consolidated Statements of Income. The measure of segment assets is reported on the 
balance sheet as total consolidated assets. Net income is used to evaluate income generated from the use of segment 
assets which aids in the determination of the allocation of Company resources. Net income is also utilized to monitor 
budget versus actual results. The following is a reconciliation of segment revenue and significant segment expenses 
to net income, the measure of profit or loss: 
(in thousands) 
     
2024 
     
2023 
     
2022 
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 40,612,308  $ 38,691,609  $ 37,844,863 
Less: 
  
  
  
Shrink included in cost of goods sold . . . . . . . . . . . . . . . . . . . . . . .     
 928,896    
 910,674    
 481,011 
Cost of goods sold, excluding shrink(b) . . . . . . . . . . . . . . . . . . . . .      27,665,915     26,061,911     25,543,754 
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
 274,320   
 326,781   
 211,273 
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
 314,501   
 458,245   
 700,625 
Other segment items (a)(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      10,303,423     9,272,724     8,492,211 
Consolidated net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $  1,125,253  $  1,661,274  $  2,415,989 
 
(a) Other segment items include all remaining SG&A expenses and other (income) expense as disclosed in the 
Consolidated Statements of Income which were not deemed individually significant for disclosure. These 
expense items include rent expense as disclosed in Note 4 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. 
11. 
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. 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 
 
 

 
68 2024 Form 10-K 
 
 
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. 
 
In March 2025, the Company’s Board of Directors declared a quarterly cash dividend of $0.59 per share, 
which is payable on or before April 22, 2025 to shareholders of record on April 8, 2025. The Company paid 
quarterly cash dividends of $0.59 per share in 2024. The amount and declaration of future cash dividends is subject 
to the sole discretion of the Company’s Board of Directors and will depend upon, among other things, the 
Company’s results of operations, cash requirements, financial condition, contractual restrictions, excess debt 
capacity and other factors that the Board may deem relevant in its sole discretion. 
 
12. 
Store Portfolio Optimization, Impairment and Related Charges 
 
During the fourth quarter of 2024, the Company initiated a store portfolio optimization review which 
involved identifying stores with indicated impairment and identifying stores for closure based on an evaluation of 
current market conditions and individual store performance, among other factors. The following table provides a 
summary of the impairment costs included in the consolidated statements of operations: 
 
(In thousands) 
     
2024 
Store closure impairment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 
95,257 
Impairment of long-lived assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    
118,912 
Total store portfolio optimization and impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 
214,169 
 
Store closures. As a result of the fourth quarter store portfolio optimization review, the Company 
determined it would permanently close 141 stores (96 Dollar General and 45 pOpshelf stores) in the first quarter of 
fiscal 2025. Accordingly, the Company recognized impairment charges in SG&A expenses in the Consolidated 
Statements of Income and in Other noncash (gains) and losses in Consolidated Statements of Cash Flows. The 
impairment charges reduced the carrying value of the assets to their estimated fair value. The operating lease right of 
use asset impairment does not relieve the Company of its monthly cash payment obligations under the lease. Fair 
value was estimated using an income-approach based on management's forecast of future cash flows expected to be 
derived from the property based on current sublease market rent. In addition, the Company recorded $17.9 million of 
inventory markdowns within Cost of goods sold in the accompanying Consolidated Statements of Income for the 
stores expected to close in the first quarter of fiscal 2025. 
 
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. These impairment charges were primarily 
driven by lower projected future revenues and lower market rate assessments. 
 
 
 

 
2024 Form 10-K 69
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
FINANCIAL DISCLOSURE 
Not applicable. 
ITEM 9A. CONTROLS AND PROCEDURES 
(a)  Disclosure Controls and Procedures.  Under the supervision and with the participation of our 
management, including our principal executive officer and principal financial officer, we conducted an evaluation of 
our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) or 15d-15(e) promulgated 
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our 
principal executive officer and our principal financial officer concluded that our disclosure controls and procedures 
were effective as of the end of the period covered by this report. 
(b)  Management’s Annual Report on Internal Control Over Financial Reporting.  Our management 
prepared and is responsible for the consolidated financial statements and all related financial information contained 
in this report. This responsibility includes establishing and maintaining adequate internal control over financial 
reporting as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act. Our internal control over financial 
reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the 
preparation of financial statements for external purposes in accordance with United States generally accepted 
accounting principles. 
To comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, management designed 
and implemented a structured and comprehensive assessment process to evaluate the effectiveness of its internal 
control over financial reporting. Such assessment was based on criteria established in Internal Control—Integrated 
Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. 
Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable 
assurance and may not prevent or detect misstatements. Management regularly monitors our internal control over 
financial reporting, and actions are taken to correct any deficiencies as they are identified. Based on its assessment, 
management has concluded that our internal control over financial reporting is effective as of January 31, 2025. 
Ernst & Young LLP, the independent registered public accounting firm that audited our consolidated 
financial statements, has issued an attestation report on our internal control over financial reporting. Such attestation 
report is contained below. 
 
 

 
70 2024 Form 10-K 
 
 
(c)  Attestation Report of Independent Registered Public Accounting Firm. 
 
Report of Independent Registered Public Accounting Firm 
 
To the Shareholders and the Board of Directors of 
Dollar General Corporation 
 
Opinion on Internal Control over Financial Reporting 
 
We have audited Dollar General Corporation and subsidiaries’ internal control over financial reporting as 
of January 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the 
Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In 
our opinion, Dollar General Corporation and subsidiaries (the Company) maintained, in all material respects, 
effective internal control over financial reporting as of January 31, 2025, based on the COSO criteria.  
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight 
Board (United States) (PCAOB), the 2024 consolidated financial statements of the Company and our report dated 
March 21, 2025, expressed an unqualified opinion thereon.  
 
Basis for Opinion 
 
The Company’s management is responsible for maintaining effective internal control over financial 
reporting and for its assessment of the effectiveness of internal control over financial reporting included in the 
accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to 
express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public 
accounting firm registered with the PCAOB and are required to be independent with respect to the Company in 
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and 
Exchange Commission and the PCAOB.  
 
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we 
plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial 
reporting was maintained in all material respects. 
 
Our audit included obtaining an understanding of internal control over financial reporting, assessing the 
risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control 
based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. 
We believe that our audit provides a reasonable basis for our opinion.  
 
Definition and Limitations of Internal Control over Financial Reporting 
 
A company’s internal control over financial reporting is a process designed to provide reasonable assurance 
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in 
accordance with generally accepted accounting principles. A company’s internal control over financial reporting 
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, 
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable 
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance 
with generally accepted accounting principles, and that receipts and expenditures of the company are being made 
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable 
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s 
assets that could have a material effect on the financial statements.  
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect 
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that 

 
2024 Form 10-K 71
 
controls may become inadequate because of changes in conditions, or that the degree of compliance with the 
policies or procedures may deteriorate.  
 
 
/s/ Ernst & Young LLP 
 
Nashville, Tennessee 
March 21, 2025 
(d)  Changes in Internal Control Over Financial Reporting.  There have been no changes during the quarter 
ended January 31, 2025, in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) 
or Rule 15d-15(f)) that have materially affected, or are reasonably likely to materially affect, our internal control 
over financial reporting. 
 
ITEM 9B. OTHER INFORMATION 
Insider Trading Arrangements. During our fiscal quarter ended January 31, 2025, none of our directors or 
officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading 
arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation  
S-K).  
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 
 
Not applicable. 
 
 

 
72 2024 Form 10-K 
 
 
PART III 
 
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 
 
(a)  Information Regarding Directors and Executive Officers. The information required by this Item 10 
regarding our directors and director nominees is contained under the captions “Who are the nominees this year” and 
“Are there any family relationships between any of the directors, executive officers or nominees,” in each case under 
the heading “Proposal 1: Election of Directors” in our definitive Proxy Statement to be filed for our Annual Meeting 
of Shareholders to be held on May 29, 2025 (the “2025 Proxy Statement”), which information under such captions is 
incorporated herein by reference. Information required by this Item 10 regarding our executive officers is contained 
in Part I of this Form 10-K under the caption “Information About Our Executive Officers,” which information under 
such caption is incorporated herein by reference. 
 
(b)  Code of Business Conduct and Ethics. We have adopted a Code of Business Conduct and Ethics that 
applies to all of our employees, officers and Board members. This Code is posted on our Internet website at 
https://investor.dollargeneral.com. If we choose to no longer post such Code, we will provide a free copy to any 
person upon written request to Dollar General Corporation, c/o Investor Relations Department, 100 Mission Ridge, 
Goodlettsville, TN 37072. We intend to provide any required disclosure of an amendment to or waiver from such 
Code that applies to our principal executive officer, principal financial officer, principal accounting officer or 
controller, or persons performing similar functions, on our Internet website located at 
https://investor.dollargeneral.com promptly following the amendment or waiver. We may elect to disclose any such 
amendment or waiver in a report on Form 8-K filed with the SEC either in addition to or in lieu of the website 
disclosure. The information contained on or connected to our Internet website is not incorporated by reference into 
this Form 10-K and should not be considered part of this or any other report that we file with or furnish to the SEC. 
 
(c)  Audit Committee Information. The Company has a separately-designated standing audit committee 
established in accordance with Section 3(a)(58)(A) of the Exchange Act. The current members of the audit 
committee are Ana M. Chadwick, Warren F. Bryant, David P. Rowland and Debra A. Sandler. Information required 
by this Item 10 regarding persons determined by our Board of Directors to be audit committee financial experts is 
contained under the caption “Does an audit committee financial expert serve on the Audit Committee,” under the 
heading “Corporate Governance” in the 2025 Proxy Statement, which information is incorporated herein by 
reference. 
 
(d)  Insider Trading Policy. The Company has adopted an insider trading policy that governs the purchase, 
sale, and/or other transactions of our securities by our directors, officers and employees. The policy also contains 
provisions that are applicable to the Company’s trading in its own securities. A copy of our insider trading policy is 
filed as Exhibit 19 to this Annual Report on Form 10-K. In addition, with regard to the Company’s trading in its own 
securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing 
requirements.  
 
ITEM 11. EXECUTIVE COMPENSATION 
 
The information required by this Item 11 regarding director and executive officer compensation, the 
Compensation Committee Report, the risks arising from our compensation policies and practices for employees, pay 
ratio disclosure, compensation committee interlocks and insider participation, and the Company’s policies and 
practices related to the grant timing of certain equity awards is contained under the captions “Director 
Compensation” and “Executive Compensation” in the 2025 Proxy Statement, which information under such 
captions (but not including information under the “Pay Versus Performance” heading under the caption “Executive 
Compensation”) is incorporated herein by reference. 
 

 
2024 Form 10-K 73
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 
AND RELATED STOCKHOLDER MATTERS  
 
(a)  Equity Compensation Plan Information. The following table sets forth information about securities 
authorized for issuance under our compensation plans (including individual compensation arrangements) as of 
January 31, 2025:   
 
 
 
 
 
 
 
 
 
 
 
    
 
     
 
     
Number of 
 
 
 
 
  
 
 
securities remaining 
 
 
 
  
 
 
available for future  
 
 Number of securities  
 
 
issuance under 
 
 
 
to be issued upon  
Weighted-average  equity compensation 
 
 
exercise of 
 
exercise price of  
plans (excluding  
 
 
outstanding options,  outstanding options, 
securities reflected  
 
 
warrants and rights  
warrants and rights 
in column (a)) 
 
Plan category 
 
(a) 
 
(b) 
 
(c) 
 
Equity compensation plans approved by security 
holders(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
3,739,420  $ 
 160.60   
 9,190,953  
Equity compensation plans not approved by security 
holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
—    
—   
—  
Total(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   
 3,739,420  $ 
 160.60   
 9,190,953  
 
(1) Column (a) consists of shares of common stock issuable upon exercise of outstanding options and upon vesting 
and payment of outstanding restricted stock units, performance share units and deferred shares, including any 
dividend equivalents accrued thereon, under the 2021 Stock Incentive Plan and the Amended and Restated 2007 
Stock Incentive Plan. Restricted stock units, performance share units, deferred shares and dividend equivalents 
are settled for shares of common stock on a one-for-one basis and have no exercise price. Accordingly, they 
have been excluded for purposes of computing the weighted-average exercise price in column (b). Column (c) 
consists of shares remaining available for future grants pursuant to the 2021 Stock Incentive Plan, whether in 
the form of options, stock appreciation rights, stock, restricted stock, restricted stock units, performance share 
units or other stock-based awards. 
 
(b)  Other Information.  The information required by this Item 12 regarding security ownership of certain 
beneficial owners and our management is contained under the headings “Security Ownership of Certain Beneficial 
Owners” and “Security Ownership of Officers and Directors,” in each case under the caption “Security Ownership” 
in the 2025 Proxy Statement, which information under such caption is incorporated herein by reference. 
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR 
INDEPENDENCE 
 
The information required by this Item 13 regarding certain relationships and related transactions is 
contained under the caption “Transactions with Management and Others” in the 2025 Proxy Statement, which 
information under such caption is incorporated herein by reference. 
 
The information required by this Item 13 regarding director independence is contained under the caption 
“Director Independence” in the 2025 Proxy Statement, which information under such caption is incorporated herein 
by reference. 
 
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 
 
The information required by this Item 14 regarding fees we paid to our principal accountant and the pre-
approval policies and procedures established by the Audit Committee of our Board of Directors is contained under 
the caption “Fees Paid to Auditors” in the 2025 Proxy Statement, which information under such caption is 
incorporated herein by reference. 

 
74 2024 Form 10-K 
 
 
PART IV 
 
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 
 
(a) Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
 
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
 
Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
 
Consolidated Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
 
Consolidated Statements of Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
 
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
 
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
(b) All schedules for which provision is made in the applicable accounting regulations of the SEC are not 
required under the related instructions, are inapplicable or the information is included in the 
Consolidated Financial Statements and, therefore, have been omitted. 
(c) Exhibits:  See Exhibit Index below. 
 
 
EXHIBIT INDEX 
 
3.1     Amended and Restated Charter of Dollar General Corporation (effective May 28, 2021) (incorporated by 
reference to Exhibit 3.1 to Dollar General Corporation’s Current Report on Form 8-K dated May 26, 
2021, filed with the SEC on June 1, 2021 (file no. 001 - 11421))
 
 
3.2 Amended and Restated Bylaws of Dollar General Corporation (effective March 23, 2023) (incorporated 
by reference to Exhibit 3.2 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal 
year ended February 3, 2023, filed with the SEC on March 24, 2023 (file no. 001-11421))  
 
 
4.1 Form of 4.150% Senior Notes due 2025 (included in Exhibit 4.12) (incorporated by reference to Exhibit 
4.1 to Dollar General Corporation’s Current Report on Form 8-K dated October 15, 2015, filed with the 
SEC on October 20, 2015 (file no. 001-11421)) 
 
 
4.2 Form of 3.875% Senior Notes due 2027 (included in Exhibit 4.13) (incorporated by reference to Exhibit 
4.1 to Dollar General Corporation’s Current Report on Form 8-K dated April 11, 2017, filed with the 
SEC on April 11, 2017 (file no. 001-11421))
 
 
4.3 Form of 4.625% Senior Notes due 2027 (included in Exhibit 4.17) (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. 001-11421)) 
 
 
4.4 Form of 4.125% Senior Notes due 2028 (included in Exhibit 4.14) (incorporated by reference to Exhibit 
4.1 to Dollar General Corporation’s Current Report on Form 8-K dated April 10, 2018, filed with the 
SEC on April 10, 2018 (file no. 001-11421)) 
 
 
4.5 Form of 5.200% Senior Notes due 2028 (included in Exhibit 4.20) (incorporated by reference to Exhibit 
4.1 to Dollar General Corporation’s Current Report on Form 8-K dated June 5, 2023, filed with the SEC 
on June 7, 2023 (file no. 001-11421)) 
 
 
4.6 
Form of 3.500% Senior Notes due 2030 (included in Exhibit 4.15) (incorporated by reference to Exhibit 
4.1 to Dollar General Corporation’s Current Report on Form 8-K dated April 3, 2020, filed with the SEC 
on April 3, 2020 (file no. 001-11421)) 
 
 
4.7 
Form of 5.000% Senior Notes due 2032 (included in Exhibit 4.18) (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. 001-11421)) 
 
 

 
2024 Form 10-K 75
 
4.8 
Form of 5.450% Senior Notes due 2033 (included in Exhibit 4.21) (incorporated by reference to Exhibit 
4.3 to Dollar General Corporation’s Current Report on Form 8-K dated June 5, 2023, filed with the SEC 
on June 7, 2023 (file no. 001-11421)) 
 
 
4.9 
Form of 4.125% Senior Notes due 2050 (included in Exhibit 4.16) (incorporated by reference to Exhibit 
4.3 to Dollar General Corporation’s Current Report on Form 8-K dated April 3, 2020, filed with the SEC 
on April 3, 2020 (file no. 001-11421)) 
 
 
4.10 Form of 5.500% Senior Notes due 2052 (included in Exhibit 4.19) (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. 001-11421)) 
 
 
4.11 Indenture, dated as of July 12, 2012, between Dollar General Corporation, as issuer, and U.S. Bank 
National Association, as trustee (incorporated by reference to Exhibit 4.1 to Dollar General 
Corporation’s Current Report on Form 8 - K dated July 12, 2012, filed with the SEC on July 17, 2012 
(file no. 001 - 11421))
 
 
4.12 Fifth Supplemental Indenture, dated as of October 20, 2015, between Dollar General Corporation, as 
issuer, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Dollar 
General Corporation’s Current Report on Form 8 - K dated October 15, 2015, filed with the SEC on 
October 20, 2015 (file no. 001 - 11421)) 
 
 
4.13 Sixth Supplemental Indenture, dated as of April 11, 2017, between Dollar General Corporation and U.S. 
Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Dollar General 
Corporation’s Current Report on Form 8-K dated April 11, 2017, filed with the SEC on April 11, 2017 
(file no. 001-11421)) 
 
 
4.14 Seventh Supplemental Indenture, dated as of April 10, 2018, between Dollar General Corporation and 
U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Dollar General 
Corporation’s Current Report on Form 8-K dated April 10, 2018, filed with the SEC on April 10, 2018 
(file no. 001-11421)) 
 
 
4.15 Eighth Supplemental Indenture, dated as of April 3, 2020, between Dollar General Corporation and U.S. 
Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Dollar General 
Corporation’s Current Report on Form 8-K dated April 3, 2020, filed with the SEC on April 3, 2020 (file 
no. 001-11421)) 
 
 
4.16 Ninth Supplemental Indenture, dated as of April 3, 2020, between Dollar General Corporation and U.S. 
Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to Dollar General 
Corporation’s Current Report on Form 8-K dated April 3, 2020, filed with the SEC on April 3, 2020 (file 
no. 001-11421)) 
 
 
4.17 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. 001-11421)) 
 
 
4.18 
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. 001-11421)) 
 
 
4.19 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. 001-11421)) 
 
 

 
76 2024 Form 10-K 
 
 
4.20 Fourteenth Supplemental Indenture, dated as of June 7, 2023, 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 June 5, 2023, filed with the SEC on 
June 7, 2023 (file no. 001-11421)) 
 
 
4.21 Fifteenth Supplemental Indenture, dated as of June 7, 2023, between Dollar General Corporation and 
U.S. Bank Trust Company, National Association, as trustee (incorporated by refence to Exhibit 4.3 to 
Dollar General Corporation’s Current Report on Form 8-K dated June 5, 2023, filed with the SEC on 
June 7, 2023 (file no. 001-11421)) 
 
 
4.22 Amended and Restated Credit Agreement, dated as of September 3, 2024 among Dollar General 
Corporation, as borrower, Citibank, N.A., as administrative agent, and the other credit parties and 
lenders party thereto (incorporated by reference to Exhibit 4.1 to Dollar General Corporation’s Current 
Report on Form 8 - K dated September 3, 2024, filed with the SEC on September 3, 2024 (file 
no. 001 - 11421))
 
 
4.23 
Amendment No. 1 to the Credit Agreement, dated as of March 11, 2025, among Dollar General 
Corporation, as borrower, Citibank, N.A., as administrative agent, and the other credit parties and 
lenders party thereto (incorporated by reference to Exhibit 4.2 to Dollar General Corporation’s Current 
Report on Form 8-K dated March 11, 2025 filed with the SEC on March 13, 2025 (file no. 001-11421)) 
 
 
4.24 Material terms of outstanding securities registered under Section 12 of the Securities Exchange Act of 
1934, as amended, as required by Item 202(a)-(d) and (f) of Regulation S-K   
 
 
10.1 Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (adopted November 30, 
2016 and approved by shareholders on May 31, 2017) (incorporated by reference to Exhibit 10.2 to 
Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 28, 
2016, filed with the SEC on December 1, 2016 (file no. 001-11421))* 
 
 
10.2 Dollar General Corporation 2021 Stock Incentive Plan (incorporated by reference to Appendix A to 
Dollar General Corporation’s 2021 Definitive Proxy Statement, filed with the SEC on April 1, 2021 (file 
no.001-11421))* 
 
 
10.3 Form of Stock Option Award Agreement (approved August 26, 2014) for annual awards beginning 
March 2015 and prior to March 2016 to certain employees of Dollar General Corporation pursuant to the 
Amended and Restated 2007 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 October 31, 2014, 
filed with the SEC on December 4, 2014 (file no. 001 - 11421))* 
 
 
10.4 Form of Stock Option Award Agreement (approved March 16, 2016) for annual awards beginning 
March 2016 and prior to March 2017 to certain employees of Dollar General Corporation pursuant to the 
Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to Dollar 
General Corporation’s Annual Report on Form 10-K for the fiscal year ended January 29, 2016, filed 
with the SEC on March 22, 2016 (file no. 001-11421))* 
 
 
10.5 Form of Stock Option Award Agreement (approved March 22, 2017) for annual awards beginning 
March 2017 and prior to March 2018 to certain employees of Dollar General Corporation pursuant to the 
Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (incorporated by 
reference to Exhibit 10.7 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal 
year ended February 3, 2017, filed with the SEC on March 24, 2017 (file no. 001-11421))* 
 
 
10.6 Form of Stock Option Award Agreement (approved March 21, 2018) for annual awards beginning 
March 2018 and prior to March 2021 to certain employees of Dollar General Corporation pursuant to the 
Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (incorporated by 
reference to Exhibit 10.7 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal 
year ended February 2, 2018, filed with the SEC on March 23, 2018 (file no. 001-11421))* 
 
 

 
2024 Form 10-K 77
 
10.7 
Form of Stock Option Award Agreement (approved March 16, 2021) for annual awards beginning 
March 2021 and prior to March 2022 to certain employees of Dollar General Corporation pursuant to the 
Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan (incorporated by 
reference to Exhibit 10.7 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal 
year ended January 29, 2021, filed with the SEC on March 19, 2021 (file no. 001-11421))* 
 
 
10.8 Form of Stock Option Award Agreement (approved March 15, 2022) for annual awards beginning 
March 2022 and prior to March 2024 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. 001-11421))* 
 
 
10.9 Form of Stock Option Award Agreement (approved March 21, 2024) for annual awards beginning 
March 2024 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 February 2, 2024, filed with the 
SEC on March 25, 2024 (file no. 001-11421))* 
 
 
10.10 Form of Stock Option Award Agreement (approved May 24, 2016) for awards beginning May 2016 and 
prior to March 2017 to certain newly hired and promoted employees of Dollar General Corporation 
pursuant to the Amended and Restated 2007 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 April 
29, 2016, filed with the SEC on May 26, 2016 (file no. 001-11421))* 
 
 
10.11 Form of Stock Option Award Agreement (approved March 22, 2017) for awards beginning March 2017 
and prior to December 2017 to certain newly hired and promoted employees of Dollar General 
Corporation pursuant to the Dollar General Corporation Amended and Restated 2007 Stock Incentive 
Plan (incorporated by reference to Exhibit 10.10 to Dollar General Corporation’s Annual Report on 
Form 10-K for the fiscal year ended February 3, 2017, filed with the SEC on March 24, 2017 (file no. 
001-11421))* 
 
 
10.12 Form of Stock Option Award Agreement (approved December 5, 2017) for awards beginning December 
2017 and prior to March 2021 to certain newly hired and promoted employees of Dollar General 
Corporation pursuant to the Dollar General Corporation Amended and Restated 2007 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 November 3, 2017, filed with the SEC on December 7, 2017 (file 
no. 001-11421))* 
 
 
10.13 Form of Stock Option Award Agreement (approved March 16, 2021) for awards beginning March 2021 
and prior to August 2021 to certain newly hired and promoted employees of Dollar General Corporation 
pursuant to the Dollar General Corporation Amended and Restated 2007 Stock Incentive Plan 
(incorporated by reference to Exhibit 10.12 to Dollar General Corporation’s Annual Report on Form 10-
K for the fiscal year ended January 29, 2021, filed with the SEC on March 19, 2021 (file no. 001-
11421))*   
 
 
10.14 Form of Stock Option Award Agreement (approved August 24, 2021) for awards beginning August 
2021 and prior to 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 10.3 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. 001-11421))* 
 
 
 
10.15 Form of Stock Option Award Agreement (approved May 24, 2022) for awards beginning May 2022 and 
prior to March 2024 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. 001-11421))* 
 
 

 
78 2024 Form 10-K 
 
 
10.16 Form of Stock Option Award Agreement (approved March 21, 2024) for awards beginning March 2024 
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 10.16 to Dollar 
General Corporation’s Annual Report on Form 10-K for the fiscal year ended February 2, 2024, filed 
with the SEC on March 25, 2024 (file no. 001-11421))* 
 
 
10.17 Form of Performance Share Unit Award Agreement (approved March 15, 2022) for 2022 awards 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. 001-11421))* 
 
 
10.18 Form of Performance Share Unit Award Agreement (approved March 28, 2023) for 2023 awards to 
certain employees 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 May 5, 2023, filed with the SEC on June 1, 2023 (file 
no. 001-11421))* 
 
 
10.19 
Form of Performance Share Unit Award Agreement (approved March 21, 2024) for 2024 awards to 
certain employees of Dollar General Corporation pursuant to the Dollar General Corporation 2021 Stock 
Incentive Plan (incorporated by reference to Exhibit 10.20 to Dollar General Corporation’s Annual 
Report on Form 10-K for the fiscal year ended February 2, 2024, filed with the SEC on March 25, 2024 
(file no. 001-11421))* 
 
 
10.20 Form of Performance Share Unit Award Agreement (approved March 18, 2025) for awards beginning 
March 2025 to certain employees of Dollar General Corporation pursuant to the Dollar General 
Corporation 2021 Stock Incentive Plan* 
 
 
10.21 Form of Restricted Stock Unit Award Agreement (approved March 15, 2022) for annual awards 
beginning March 2022 and prior to March 2024 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. 001-11421))* 
 
 
10.22 
Form of Restricted Stock Unit Award Agreement (approved March 21, 2024) for annual awards 
beginning March 2024 to certain employees of Dollar General Corporation pursuant to the Dollar 
General Corporation 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.23 to Dollar 
General Corporation’s Annual Report on Form 10-K for the fiscal year ended February 2, 2024, filed 
with the SEC on March 25, 2024 (file no. 001-11421))* 
 
 
10.23 
Form of Restricted Stock Unit Award Agreement (approved March 18, 2025) for awards beginning 
March 2025 to certain employees of Dollar General Corporation pursuant to the Dollar General 
Corporation 2021 Stock Incentive Plan* 
 
 
10.24 Form of Restricted Stock Unit Award Agreement (approved November 4, 2024) for retention awards 
beginning November 2024 to certain employees of Dollar General Corporation pursuant to the Dollar 
General Corporation 2021 Stock Incentive Plan* 
 
 
10.25 Form of Restricted Stock Unit Award Agreement for awards prior to May 2011 to non - employee 
directors of Dollar General Corporation pursuant to the Amended and Restated 2007 Stock Incentive 
Plan (incorporated by reference to Exhibit 10.15 to Dollar General Corporation’s Registration Statement 
on Form S - 1 (file no. 333 - 161464))
 
 

 
2024 Form 10-K 79
 
10.26 Form of Restricted Stock Unit Award Agreement (approved May 24, 2011) for awards beginning May 
2011 and prior to May 2014 to non - employee directors of Dollar General Corporation pursuant to the 
Amended and Restated 2007 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 April 29, 2011, filed 
with the SEC on June 1, 2011 (file no. 001 - 11421))
 
 
10.27 Form of Restricted Stock Unit Award Agreement (approved May 28, 2014) for awards beginning 
May 2014 and prior to February 2015 to non - employee directors of Dollar General Corporation pursuant 
to the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to 
Dollar General Corporation’s Quarterly Report on Form 10 - Q for the fiscal quarter ended May 2, 2014, 
filed with the SEC on June 3, 2014 (file no. 001 - 11421))
 
 
10.28 Form of Restricted Stock Unit Award Agreement (approved December 3, 2014) for awards beginning 
February 2015 and prior to May 2016 to non - employee directors of Dollar General Corporation pursuant 
to the Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to 
Dollar General Corporation’s Quarterly Report on Form 10 - Q for the fiscal quarter ended October 31, 
2014, filed with the SEC on December 4, 2014 (file no. 001 - 11421))
 
 
10.29 Form of Restricted Stock Unit Award Agreement (approved May 24, 2016) for awards beginning May 
2016 and prior to May 2017 to non-employee directors of Dollar General Corporation pursuant to the 
Amended and Restated 2007 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, 2016, filed 
with the SEC on May 26, 2016 (file no. 001-11421)) 
 
 
10.30 Form of Restricted Stock Unit Award Agreement (approved May 30, 2017) for awards beginning May 
2017 and prior to May 2021 to non-employee directors of Dollar General Corporation pursuant to the 
Dollar General Corporation Amended and Restated 2007 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 May 5, 2017, filed with the SEC on June 1, 2017 (file no. 001-11421)) 
 
 
10.31 Form of Restricted Stock Unit Award Agreement (approved May 25, 2021) for May 2021 awards to 
non-employee directors of Dollar General Corporation pursuant to the Dollar General Corporation 
Amended and Restated 2007 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 April 30, 2021, filed 
with the SEC on May 27, 2021 (file no. 001-11421)) 
 
 
10.32 Form of Restricted Stock Unit Award Agreement (approved May 24, 2022) for annual awards beginning 
May 2022 and prior to May 2024 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. 001-11421)) 
 
 
10.33 
Form of Restricted Stock Unit Award Agreement (approved May 28, 2024) for annual awards beginning 
May 2024 to non-employee directors of Dollar General Corporation pursuant to the Dollar General 
Corporation 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.8 to Dollar General 
Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 2024, filed with the 
SEC on May 30, 2024 (file no. 001-11421)) 
 
 
10.34 Form of Restricted Stock Unit Award Agreement (approved August 23, 2022) for awards beginning 
August 2022 and prior to August 2024 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. 001-
11421)) 
 
 

 
80 2024 Form 10-K 
 
 
10.35 Form of Restricted Stock Unit Award Agreement (approved August 27, 2024) for awards beginning 
August 2024 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 
August 2, 2024, filed with the SEC on August 29, 2024 (file no. 001-11421)) 
 
 
10.36 Form of Restricted Stock Unit Award Agreement (approved January 26, 2016) for awards beginning 
February 1, 2016 and prior to November 28, 2018 to non - executive Chairmen of the Board of Directors 
of Dollar General Corporation pursuant to the Amended and Restated 2007 Stock Incentive Plan 
(incorporated by reference to Exhibit 10.20 to Dollar General Corporation’s Annual Report on Form 10-
K for the fiscal year ended January 29, 2016, filed with the SEC on March 22, 2016 (file no. 001-
11421))
 
 
10.37 Form of Restricted Stock Unit Award Agreement (approved November 28, 2018) for awards beginning 
after November 28, 2018 and prior to January 31, 2022 to non-executive Chairmen of the Board of 
Directors of Dollar General Corporation pursuant to the Dollar General Corporation Amended and 
Restated 2007 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 November 2, 2018, filed with 
the SEC on December 4, 2018 (file no. 001-11421))
 
 
10.38 Form of Restricted Stock Unit Award Agreement (approved January 20, 2022) for awards beginning 
January 31, 2022 and prior to February 3, 2025 to non-executive Chairmen of the Board of Directors of 
Dollar General Corporation pursuant to the Dollar General Corporation 2021 Stock Incentive Plan 
(incorporated by reference to Exhibit 10.32 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. 001-
11421)) 
 
 
10.39 
Form of Restricted Stock Unit Award Agreement (approved January 27, 2025) for awards beginning 
February 3, 2025 to non-executive Chairmen of the Board of Directors of Dollar General Corporation 
pursuant to the Dollar General Corporation 2021 Stock Incentive Plan  
 
 
10.40 Dollar General Corporation CDP/SERP Plan (as amended and restated effective December 31, 2007) 
(incorporated by reference to Exhibit 10.10 to Dollar General Corporation’s Registration Statement on 
Form S - 4 (file no. 333 - 148320))* 
 
 
10.41 First Amendment to the Dollar General Corporation CDP/SERP Plan (as amended and restated effective 
December 31, 2007) (incorporated by reference to Exhibit 10.11 to Dollar General Corporation’s 
Registration Statement on Form S - 4 (file no. 333 - 148320))*
 
 
10.42 Second Amendment to the Dollar General Corporation CDP/SERP Plan (as amended and restated 
effective December 31, 2007), dated as of June 3, 2008 (incorporated by reference to Exhibit 10.6 to 
Dollar General Corporation’s Quarterly Report on Form 10 - Q for the quarter ended August 1, 2008, 
filed with the SEC on September 3, 2008 (file no. 001 - 11421))*
 
 
10.43 
Dollar General Corporation Non - Employee Director Deferred Compensation Plan (approved 
December 3, 2014) (incorporated by reference to Exhibit 10.6 to Dollar General Corporation’s Quarterly 
Report on Form 10 - Q for the fiscal quarter ended October 31, 2014, filed with the SEC on December 4, 
2014 (file no. 001 - 11421)) 
 
 
10.44 Dollar General Corporation Teamshare Incentive Program for Named Executive Officers for fiscal year 
2024 (incorporated by reference to Exhibit 10.40 to Dollar General Corporation’s Annual Report on 
Form 10-K for the fiscal year ended February 2, 2024, filed with the SEC on March 25, 2024 (file no. 
001-11421))* 
 
 
10.45 Form of Dollar General Corporation Teamshare Incentive Program for Named Executive Officers for 
use beginning fiscal year 2025* 
 
 

 
2024 Form 10-K 81
 
10.46 Summary of Dollar General Corporation Life Insurance Program as Applicable to Executive Officers 
(incorporated by reference to Exhibit 10.36 to Dollar General Corporation’s Annual Report on Form 10-
K for the fiscal year ended February 2, 2018, filed with the SEC on March 23, 2018 (file no. 001-
11421))*  
 
 
10.47 Dollar General Corporation Executive Relocation Policy, as amended (effective November 29, 2022) 
(incorporated by reference to Exhibit 10.1 to Dollar General Corporation’s Quarterly Report on Form 
10-Q for the fiscal quarter ended October 28, 2022, filed with the SEC on December 1, 2022) (file no. 
001-11421))*
 
 
10.48 Summary of Non-Employee Director Compensation effective February 4, 2023 (incorporated by 
reference to Exhibit 10.3 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal 
quarter ended October 28, 2022, filed with the SEC on December 1, 2022 (file no. 001-11421))
 
 
10.49 Employment Agreement between Dollar General Corporation and Todd J. Vasos, effective October 12, 
2023 (incorporated by reference to Exhibit 99.1 to Dollar General Corporation’s Current Report on 
Form 8-K dated October 12, 2023, filed with the SEC on October 12, 2023 (file no. 001-11421))* 
 
 
10.50 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. 001-11421))* 
 
 
10.51 Form of Stock Option Award Agreement between Dollar General Corporation and Todd J. Vasos 
(approved March 17, 2020) for March 17, 2020 award (incorporated by reference to Exhibit 10.38 to 
Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended January 31, 2020, 
filed with the SEC on March 19, 2020 (file no. 001-11421))* 
 
 
 
10.52 
Form of Stock Option Award Agreement between Dollar General Corporation and Todd J. Vasos 
(approved March 16, 2021) for March 16, 2021 award (incorporated by reference to Exhibit 10.42 to 
Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year ended January 29, 2021, 
filed with the SEC on March 19, 2021 (file no. 001-11421))* 
 
 
10.53 Stock Option Award Agreement between Dollar General Corporation and Todd J. Vasos dated October 
17, 2023 (incorporated by reference to Exhibit 10.3 to Dollar General Corporation’s Quarterly Report on 
Form 10-Q for the fiscal quarter ended November 3, 2023, filed with the SEC on December 7, 2023) 
(file no. 001-11421))* 
 
 
10.54 Form of Executive Vice President Employment Agreement with attached Schedule of Executive 
Officers who have executed an employment agreement in such form (incorporated by reference to 
Exhibit 99 to Dollar General Corporation’s Current Report on Form 8-K dated April 4, 2024, filed with 
the SEC on April 8, 2024 (file no. 001-11421))* 
 
 
10.55 Amended Schedule of Executive officers who have executed an employment agreement in the form of 
Executive Vice President Employment Agreement filed as Exhibit 10.54* 
 
 
10.56 Form of Senior Vice President Employment Agreement with attached Schedule of Senior Vice 
President-level Executive Officers who have executed an employment agreement in such form 
(incorporated by reference to Exhibit 10.2 to Dollar General Corporation’s Quarterly Report on Form 
10-Q for the quarter ended May 3, 2024, filed with the SEC on May 30, 2024 (file no. 001-11421))* 
 
 
10.57 Form of COO/Executive Vice President Employment Agreement with attached Schedule of Executive 
Officers who have executed an employment agreement in the form of COO/Executive Vice President 
Employment Agreement (incorporated by reference to 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 (file no. 001-
11421))* 
 
 

 
82 2024 Form 10-K 
 
 
10.58 Amended Schedule of Executive Officers who have executed an employment agreement in the form of 
COO/Executive Vice President Employment Agreement filed as Exhibit 10.57 (incorporated by 
reference to Exhibit 10.51 to Dollar General Corporation’s Annual Report on Form 10-K for the fiscal 
year ended February 2, 2024, filed with the SEC on March 25, 2024 (file no. 001-11421))* 
 
 
10.59 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. 001-11421))* 
 
 
10.60 Consent and Waiver of John W. Garratt (effective May 1, 2023) (incorporated by reference to Exhibit 
10.2 to Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 5, 
2023, filed with the SEC on June 1, 2023 (file no. 001-11421))* 
 
 
19 Dollar General Corporation Insider Trading Policy  
 
 
21 List of Subsidiaries of Dollar General Corporation
 
 
23 Consent of Independent Registered Public Accounting Firm
 
 
24 Powers of Attorney (included as part of the signature pages hereto)
 
 
31 Certifications of CEO and CFO under Exchange Act Rule 13a-14(a)
 
 
32 Certifications of CEO and CFO under 18 U.S.C. 1350
 
 
97 Dollar General Corporation Amended and Restated Incentive Compensation Recovery Policy 
(incorporated by reference to Exhibit 97 to Dollar General Corporation’s Annual Report on Form 10-K 
for the fiscal year ended February 2, 2024, filed with the SEC on March 25, 2024 (file no. 001-11421))* 
 
 
101 Interactive data files for Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year 
ended January 31, 2025, formatted in Inline XBRL: (i) the Consolidated Balance Sheets; (ii) the 
Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) 
the Consolidated Statements of Shareholders’ Equity; (v) the Consolidated Statements of Cash Flows; 
and (vi) the Notes to Consolidated Financial Statements 
 
 
104 The cover page from Dollar General Corporation’s Annual Report on Form 10-K for the fiscal year 
ended January 31, 2025 (formatted in Inline XBRL and contained in Exhibit 101) 
 
* 
Management Contract or Compensatory Plan 
 
ITEM 16. FORM 10-K SUMMARY 
 
None 
 
 
 

 
2024 Form 10-K 83
 
SIGNATURES 
 
Pursuant to the requirements of Section 13 or 15(d) 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. 
 
 
DOLLAR GENERAL CORPORATION 
 
 
 
Date: March 21, 2025 
By: 
/s/ Todd J. Vasos 
 
 
Todd J. Vasos, 
 
 
Chief Executive Officer 
 
We, the undersigned directors and officers of the registrant, hereby severally constitute Todd J. Vasos, 
Kelly M. Dilts and Anita C. Elliott, and each of them singly, our true and lawful attorneys with full power to them 
and each of them to sign for us, and in our names in the capacities indicated below, any and all amendments to this 
Annual Report on Form 10-K filed with the Securities and Exchange Commission. 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by 
the following persons on behalf of the registrant and in the capacities and on the dates indicated. 
 
Name 
     
Title 
     
Date 
 
 
 
 
 
/s/ Todd J. Vasos 
 Chief Executive Officer & Director 
 
March 21, 2025 
TODD J. VASOS 
 (Principal Executive Officer) 
 
 
 
 
 
 
 
/s/ Kelly M. Dilts 
 Executive Vice President & Chief Financial Officer 
 
March 21, 2025 
KELLY M. DILTS 
 (Principal Financial Officer) 
 
 
 
 
 
 
 
/s/ Anita C. Elliott 
 Senior Vice President & Chief Accounting Officer 
 
March 21, 2025 
ANITA C. ELLIOTT 
 (Principal Accounting Officer) 
 
 
 
 
 
 
 
/s/ Warren F. Bryant 
 Director 
 
March 21, 2025 
WARREN F. BRYANT 
  
 
 
 
 
 
 
 
/s/ Michael M. Calbert 
 Director 
 
March 21, 2025 
MICHAEL M. CALBERT 
  
 
 
 
 
 
 
 
/s/ Ana M. Chadwick 
 Director 
 
March 21, 2025 
ANA M. CHADWICK 
  
 
 
 
 
 
 
 
/s/ Timothy I. McGuire 
 Director 
 
March 20, 2025 
TIMOTHY I. MCGUIRE 
  
 
 
 
 
 
 
 
/s/ David P. Rowland 
 Director 
 
March 21, 2025 
DAVID P. ROWLAND 
  
 
 
 
 
 
 
 
/s/ Debra A. Sandler 
 Director 
 
March 21, 2025 
DEBRA A. SANDLER 
 
 
 
 
 
 
 
 
 
/s/ Ralph E. Santana 
 Director 
 
March 21, 2025 
RALPH E. SANTANA 
  
 
 
 
 
 
 
 
/s/ Kathleen M. Scarlett 
 Director 
 
March 21, 2025 
KATHLEEN M. SCARLETT   
 
 
 

ANNUAL MEETING
Dollar General Corporation’s annual meeting of shareholders 
is scheduled to be held in a virtual only format at 8 a.m. 
Central Time on Thursday, May 29, 2025. To attend the  
annual meeting, please visit the annual meeting website at:   
www.virtualshareholdermeeting.com/DG2025.
The record date for the determination of shareholders 
entitled to vote at the meeting is March 20, 2025. Please see 
the Proxy Statement for more information on how to attend 
and vote at the meeting.
NYSE: DG
The common stock of Dollar General Corporation is traded on 
the New York Stock Exchange under the trading symbol “DG.”
The number of shareholders of record as of March 20, 2025 
was 2,600. 
FORM 10-K
A copy of the Form 10-K filed by the Company with the 
Securities and Exchange Commission (the “SEC”) for the 
fiscal year ended January 31, 2025, is available on our  
website at www.dollargeneral.com in the Investor  
Information section or on the SEC’s website. 
A printed copy of the Form 10-K, and a list of all its exhibits, 
will be supplied without charge to any shareholder upon 
written request. Exhibits to the Form 10-K are available  
for a reasonable fee. For a printed copy of the Form 10-K,  
please contact: 
DOLLAR GENERAL CORPORATION INVESTOR RELATIONS 
100 Mission Ridge, Goodlettsville, TN 37072 
(615) 855-4000
TRANSFER AGENT
EQ Shareowner Services 
PO Box 64854 
St. Paul, MN 55164-0854 
https://shareowneronline.equiniti.com/
Inquiries regarding stock transfers, lost certificates or address 
changes should be directed to the transfer agent at the 
address or web site noted above or by calling (866) 927-3314. 
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ernst & Young LLP 
Nashville, Tennessee
CAUTIONARY DISCLOSURE REGARDING FORWARD-
LOOKING STATEMENTS & WEBSITE DISCLAIMER: 
All forward-looking information in this report should be 
read with, and is qualified in its entirety by, the Cautionary 
Disclosure Regarding Forward-Looking Statements and  
the Risk Factors disclosures set forth in the Introduction  
and in Item 1A, respectively, of the Form 10-K included 
elsewhere in this report. The information contained on or 
connected to our Internet website is not incorporated by 
reference into this report and should not be considered  
part of this or any other report that we file with or furnish  
to the SEC, unless we specifically provide otherwise.
Michael M. Calbert 1
Retired Member 
KKR & Co. L.P.
Warren F. Bryant 2,3
Retired Chairman, President & Chief Executive Officer 
Longs Drug Stores Corporation
Ana M. Chadwick 2*
Executive Vice President, Chief Financial Officer 
& Treasurer, Insulet Corporation
Timothy I. McGuire 3*
Executive Chairman, Jump Plus Stores ULC
David P. Rowland 2
Retired Executive Chairman 
Accenture plc
Debra A. Sandler 2,4*
President & Chief Executive Officer 
La Grenade Group, LLC
Ralph E. Santana 4
Chief Executive Officer 
Recteq Grills
Kathleen M. Scarlett  3,4
Senior Executive Vice President, Human Resources 
& Corporate Affairs 
Best Buy Co., Inc.
Todd J. Vasos
Chief Executive Officer 
Dollar General Corporation
(1) Chairman of the Board
(2) Audit Committee
(3) Compensation and Human Capital Management Committee
(4) Nominating, Governance and Corporate Responsibility Committee
(*) Committee Chairperson
Todd J. Vasos
Chief Executive Officer
Kelly M. Dilts
Executive Vice President 
Chief Financial Officer
Steven R. Deckard
Executive Vice President 
Strategy & Development
Tracey N. Herrmann 
Executive Vice President 
Store Operations
Kathleen A. Reardon
Executive Vice President 
Chief People Officer 
Emily C. Taylor
Executive Vice President 
Chief Merchandising Officer 
Rhonda M. Taylor
Executive Vice President 
General Counsel 
Carman R. Wenkoff
Executive Vice President 
Chief Information Officer 
Roderick J. West
Executive Vice President 
Global Supply Chain
Anita C. Elliott
Senior Vice President 
Chief Accounting Officer
DIRECTORS
EXECUTIVE OFFICERS

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN 
Among Dollar General Corporation, the S&P 500 Index  
and the S&P 500 Consumer Staples Distribution & Retail Index
1Fiscal 2022 includes 53 weeks, while all other years presented contain 52 weeks. Sales in the 2022 53rd year week were approximately $678 million.
 The stock price performance included in this graph is not necessarily indicative of future stock price performance.
©2025 Standard & Poor’s, a division of S&P Global. All rights reserved. 
Design by Liquid Creative, Inc. www.lqcreative.com
$250
$150
$50
$200
$100
$0
1/31/20
1/28/22
2/2/24
1/29/21
2/3/23
1/31/25
$100
$139.54
$159.96
$222.95
$117.55
$141.50
$100
$144.56
$160.30
$117.25
$132.68
$202.59
$100
$135.23
$92.43
$127.80
$152.34
$49.38
Dollar General Corporation
S&P 500
S&P 500 Consumer Staples Distribution & Retail
STOCK PERFORMANCE GRAPH  
The graph below compares Dollar General Corporation’s 
cumulative 5-Year total shareholder return on common stock 
with the cumulative total returns of the S&P 500 index and 
the S&P 500 Consumer Staples Distribution & Retail index. 
The graph tracks the performance of a $100 investment in our 
common stock and in each index (with the reinvestment of all 
dividends) from January 31, 2020 to January 31, 2025. 
SAME STORE SALES GROWTH
(%)
NET SALES1
($ in Billions)
CASH FROM OPERATIONS
($ in Billions)
STORE COUNT
(as of End of Year)
’20
16.3
’22
4.3
’24
1.4
’23
0.2
’20
$33.7
’21
$34.2
’22
$37.8
’23
$38.7
’24
$40.6
’20
$3.9
’21
$2.9
’22
$2.0
’23
$2.4
’24
$3.0
’20
17,177
’21
18,130
’22
19,104
’23
19,986
’24
20,594
(2.8)
’21

Dollar General Corporation
100 Mission Ridge
Goodlettsville, Tennessee 37072
 
Telephone: (615) 855-4000
Website: www.dollargeneral.com