Dollar General (DG) HR chief granted 30,626-share performance-based stock award

Rhea-AI Filing Summary

REARDON KATHLEEN A reported acquisition or exercise transactions in this Form 4 filing.

Dollar General executive Kathleen A. Reardon received an equity award of 30,626 shares of common stock as compensation. The Form 4 shows this as a grant or award with no cash paid per share, increasing her direct holdings to 67,877 shares after the transaction.

The award comes from performance share units granted on March 25, 2025 and earned based on the company’s fiscal 2025 adjusted EBITDA performance. Each unit represents one share of common stock. A portion, 10,210 shares, is scheduled to vest and be paid on April 1, 2026, while two remaining tranches of 10,208 shares each are subject to additional time-based vesting on April 1, 2027 and April 1, 2028, along with forfeiture and accelerated vesting provisions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

REARDON KATHLEEN A

(Last) (First) (Middle)

100 MISSION RIDGE

(Street)

GOODLETTSVILLE TN 37072

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DOLLAR GENERAL CORP [ DG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/10/2026		A		30,626(1)	A	$0	67,877	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Performance share units ("PSUs") earned from March 25, 2025 grant, as certified by the Issuer's Compensation and Human Capital Management Committee on March 10, 2026 as a result of the Issuer's fiscal year 2025 adjusted EBITDA performance. Each PSU represents the right to one share of Issuer's common stock. 10,210 PSUs will become vested and be settled and paid in unrestricted shares of the Issuer's common stock on April 1, 2026, and the remainder is subject to time-vesting requirements (10,208 on each of April 1, 2027 and April 1, 2028) and certain forfeiture and accelerated vesting provisions.

	/s/ Kathleen Reardon	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Dollar General (DG) report for Kathleen A. Reardon?

Dollar General reported that EVP & Chief People Officer Kathleen A. Reardon acquired 30,626 shares of common stock. The shares were granted as an equity award, not purchased in the open market, and increased her direct holdings to 67,877 shares following the transaction.

Was the Dollar General (DG) insider transaction a market purchase or a share grant?

The transaction was a share grant, not a market purchase. It is coded as a grant, award, or other acquisition with a per-share price of $0.00, reflecting compensation in the form of common stock rather than an open-market buy or sell.

How is Kathleen Reardon’s new Dollar General (DG) share award structured over time?

The 30,626-share award is tied to performance and time-based vesting. 10,210 shares are scheduled to vest and be paid on April 1, 2026, while two additional tranches of 10,208 shares each vest on April 1, 2027 and April 1, 2028, subject to forfeiture and acceleration terms.

What performance metric determined the Dollar General (DG) PSUs earned by Kathleen Reardon?

The performance share units were earned based on Dollar General’s fiscal 2025 adjusted EBITDA. The Compensation and Human Capital Management Committee certified the results on March 10, 2026, which set the number of performance share units that converted into common stock for this award.

How many Dollar General (DG) shares does Kathleen Reardon own after this Form 4 transaction?

After the reported grant, Kathleen Reardon directly holds 67,877 Dollar General common shares. This total includes the 30,626-share award reported in the Form 4, reflecting her updated direct equity stake following the compensation-related transaction.

Do the new Dollar General (DG) shares for Kathleen Reardon have forfeiture or acceleration provisions?

Yes, the award includes forfeiture and accelerated vesting provisions. While 10,210 shares vest on April 1, 2026, the remaining 20,418 shares vest over 2027 and 2028 and are subject to specified time-vesting, forfeiture conditions, and potential accelerated vesting under certain circumstances.