Board shakeup at Dollar General (NYSE: DG) as David Rowland becomes chair

Rhea-AI Filing Summary

Dollar General Corporation announced a planned change in its board leadership. Director Warren F. Bryant will retire from the Board at the expiration of his current term at the company’s 2026 annual meeting of shareholders, and his decision is stated as not resulting from any disagreement with the company.

The Board has appointed current independent director David P. Rowland to serve as Chairman of the Board, effective February 4, 2026. He will succeed Michael M. Calbert, who will continue serving as an independent director. The company issued a press release on February 3, 2026 describing these governance changes.

Insights

Corporate governance analyst

Dollar General discloses an orderly board chair transition with no stated disagreements.

Dollar General is refreshing its board leadership as Warren F. Bryant retires from the Board at the end of his current term at the 2026 annual meeting. The filing explicitly notes that his decision to retire is not due to any disagreement with the company.

The Board has named existing independent director David P. Rowland as Chairman, effective February 4, 2026, while former Chairman Michael M. Calbert remains on the Board as an independent director. This preserves board continuity while separating the chair role from Bryant’s departure.

The governance impact centers on leadership style and oversight priorities under Rowland’s chairmanship, though the filing does not describe any strategic shifts tied to the transition. Future company communications and filings may offer more detail on how the Board’s focus evolves under this new structure.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 28, 2026

DOLLAR GENERAL CORPORATION

(Exact name of registrant as specified in its charter)

Tennessee		001-11421		61-0502302
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

100 MISSION RIDGE GOODLETTSVILLE, TN		37072
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  (615) 855-4000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.875 per share	DG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On January 28, 2026, Warren F. Bryant informed Dollar General Corporation (the “Company”) that he will retire from the Company’s Board of Directors (the “Board”) effective upon the expiration of his current term at the Company’s 2026 annual meeting of shareholders. Mr. Bryant’s decision is not the result of any disagreement with the Company.

ITEM 7.01 REGULATION FD DISCLOSURE.

The Board has appointed current independent director David P. Rowland to serve as the Company’s Chairman of the Board, effective February 4, 2026. Mr. Rowland succeeds Michael M. Calbert, who will continue to serve on the Board as an independent director.

On February 3, 2026, the Company issued a press release regarding the matters described in Items 5.02 and 7.01 herein. A copy of the press release is attached as Exhibit 99 and incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

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

(b)       Pro forma financial information.  N/A

(c)       Shell company transactions. N/A

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

EXHIBIT INDEX

Exhibit No.	Description
99	News release issued February 3, 2026
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  February 3, 2026	DOLLAR GENERAL CORPORATION
	By:	/s/ Rhonda M. Taylor
		Rhonda M. Taylor
		Executive Vice President and General Counsel

2

FAQ

What board changes did Dollar General (DG) announce in this 8-K?

Dollar General announced a planned board leadership transition. Warren F. Bryant will retire from the Board at the 2026 annual meeting, and independent director David P. Rowland will become Chairman on February 4, 2026, while former Chairman Michael M. Calbert continues as an independent director.

Why is Dollar General director Warren F. Bryant leaving the Board?

Warren F. Bryant is retiring at the end of his current term. He informed Dollar General that he will retire from the Board effective at the 2026 annual meeting of shareholders, and the filing states his decision is not the result of any disagreement with the company.

Who will serve as Dollar General’s Chairman of the Board after the transition?

Independent director David P. Rowland will become Chairman. The Board appointed Rowland to serve as Chairman of the Board effective February 4, 2026, succeeding Michael M. Calbert, who will continue to serve on the Board as an independent director after the leadership change.

What role will Michael M. Calbert have at Dollar General after stepping down as Chairman?

Michael M. Calbert will remain on the Board as an independent director. While David P. Rowland assumes the Chairman role effective February 4, 2026, Calbert continues his service on Dollar General’s Board, maintaining continuity in board membership during the leadership transition.

Did Dollar General indicate any disagreement related to Warren F. Bryant’s retirement?

No disagreement was cited in connection with Bryant’s retirement. The filing explicitly states that Warren F. Bryant’s decision to retire from the Board at the 2026 annual meeting is not the result of any disagreement with Dollar General Corporation.

Did Dollar General issue a press release about these board changes?

Yes, Dollar General issued a related press release. On February 3, 2026, the company released a news statement covering the retirement of Warren F. Bryant and the appointment of David P. Rowland as Chairman, which is attached to the report as Exhibit 99.