DG Form 4: Director Kathleen Scarlett disposes of fractional share

Rhea-AI Filing Summary

Kathleen Scarlett, a director of Dollar General Corporation (DG), reported a small disposition of 0.0715 shares of Common Stock on 08/27/2025 related to the cash-out of a fractional share from restricted stock unit payouts. After the transaction she beneficially owns 3,677.1629 shares. The filing notes an additional 19.648327 restricted stock units were acquired on 07/22/2025 as dividend equivalent rights that convert to shares upon vesting. The Form 4 is individually filed and signed by the reporting person on 08/28/2025.

Insights

Securities Analyst

TL;DR: Insignificant fractional-share cashout by a director; no material change in ownership or corporate control.

The reported transaction is a de minimis disposition of 0.0715 shares resulting from the administrative cash-out of fractional restricted stock units. Post-transaction beneficial ownership remains at 3,677.1629 shares, and the filing documents 19.648327 additional RSUs received as dividend equivalents on 07/22/2025. This is a routine Section 16 reporting event with no evident impact on Dollar General's capital structure or control. For investors, the event is informational and not material to valuation or governance.

Corporate Governance Expert

TL;DR: Routine insider reporting of fractional-share cashout tied to RSU payout; compliance-focused disclosure.

The Form 4 indicates compliance with Section 16 reporting requirements for a director-level reporting person. The notes clarify the fractional-share cash-out mechanism and the receipt of dividend-equivalent RSUs, which are common features of equity compensation plans. There is no indication of coordinated trading, plan-based sales, or any change in the reporting person's relationship to the issuer. Governance implications are minimal based on the disclosed facts.

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

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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^*

Scarlett Kathleen

(Last) (First) (Middle)

7601 PENN AVE S

(Street)

RICHFIELD MN 55423

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2025

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	08/27/2025		D		0.0715(1)	D	$111.2	3,677.1629(2)	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. Represents the cashout of a fractional share resulting from the payout of certain restricted stock units.

2. Includes 19.648327 additional restricted stock units, which were acquired through exempt transactions as a result of dividend equivalent rights on July 22, 2025, representing the right to receive shares of common stock upon vesting.

	/s/ Kathleen Scarlett	08/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Kathleen Scarlett report on Form 4 for DG?

Answer: She reported a disposition of 0.0715 shares on 08/27/2025, representing a cash-out of a fractional restricted stock unit.

How many shares does Kathleen Scarlett beneficially own after the reported transaction?

Answer: The filing reports 3,677.1629 shares beneficially owned following the transaction.

Were any additional restricted stock units disclosed in the filing?

Answer: Yes. The filing states she acquired 19.648327 additional RSUs as dividend equivalent rights on 07/22/2025 that convert to shares upon vesting.

Does the Form 4 indicate a change in Kathleen Scarlett’s role with Dollar General (DG)?

Answer: No. The filing continues to identify her relationship as a Director and does not disclose any change in role.

When was the Form 4 signed by the reporting person?

Answer: The filing is signed by Kathleen Scarlett on 08/28/2025.