Dollar General (DG) EVP surrenders 902 shares to cover tax on vesting awards

Rhea-AI Filing Summary

Dollar General Corp executive Bryan D. Wheeler reported a routine tax-related share disposition. On the vesting of several restricted stock unit and performance share unit awards, 902 shares of common stock were surrendered back to the company at $117.17 per share to cover tax obligations.

These shares were not sold on the open market; they were withheld in lieu of cash taxes. After this transaction, Wheeler directly holds 29,139 shares of Dollar General common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Wheeler Bryan D

Role EVP & Chief Merchandising Ofc

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	902	$117.17	$106K

Holdings After Transaction: Common Stock — 29,139 shares (Direct)

Footnotes (1)

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Key Figures

Tax-withheld shares: 902 shares Tax withholding price: $117.17 per share Post-transaction holdings: 29,139 shares +2 more

5 metrics

Tax-withheld shares 902 shares Common stock surrendered for tax withholding on equity vesting

Tax withholding price $117.17 per share Value used for 902-share tax-withholding disposition

Post-transaction holdings 29,139 shares Dollar General common stock held directly after transaction

RSU vesting components 498, 150, 87 shares RSUs granted March 25, 2025; March 27, 2024; March 28, 2023

PSU vesting component 167 shares PSUs granted March 25, 2025, earned on 2025 adjusted EBITDA

Key Terms

restricted stock units, performance share units, adjusted EBITDA, tax liability

4 terms

restricted stock units financial

"Shares of common stock surrendered to the Issuer in payment of taxes in connection with the vesting and payment of a portion of restricted stock units granted March 25, 2025"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance share units financial

"as well as vesting and payment of a portion of performance share units ("PSUs") granted March 25, 2025"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

adjusted EBITDA financial

"from the vesting of PSUs earned as a result of the Issuer's fiscal year 2025 adjusted EBITDA performance"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

tax liability financial

"Payment of exercise price or tax liability by delivering securities"

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Wheeler Bryan D

(Last) (First) (Middle)

100 MISSION RIDGE

(Street)

GOODLETTSVILLE TENNESSEE 37072

(City) (State) (Zip)

UNITED STATES

(Country)

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 Merchandising Ofc

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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

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

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

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	04/01/2026		F		902(1)	D	$117.17	29,139	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. Shares of common stock surrendered to the Issuer in payment of taxes in connection with the vesting and payment of a portion of restricted stock units granted March 25, 2025 (498 shares), March 27, 2024 (150 shares) and March 28, 2023 (87 shares), as well as vesting and payment of a portion of performance share units ("PSUs") granted March 25, 2025 (167 shares from the vesting of PSUs earned as a result of the Issuer's fiscal year 2025 adjusted EBITDA performance).

	/s/ Bryan D. Wheeler	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Dollar General (DG) report for Bryan D. Wheeler?

Dollar General reported that EVP & Chief Merchandising Officer Bryan D. Wheeler surrendered 902 common shares to the company to pay taxes. The shares were related to vesting restricted stock units and performance share units, not an open-market sale of stock.

Was the Dollar General (DG) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 902 shares were surrendered to Dollar General to satisfy tax liabilities triggered by vesting equity awards, a common administrative step in equity compensation plans.

How many Dollar General (DG) shares does Bryan D. Wheeler hold after this filing?

Following the tax-withholding transaction, Bryan D. Wheeler directly holds 29,139 shares of Dollar General common stock. This figure reflects his remaining position after 902 shares were surrendered to the company for tax payments on vesting awards.

What equity awards triggered the tax withholding in the Dollar General (DG) Form 4?

The withholding related to vesting and payment of restricted stock units granted in March 2025, March 2024, and March 2023, plus performance share units granted in March 2025 that vested based on 2025 adjusted EBITDA performance, leading to the 902-share tax surrender.

How many Dollar General (DG) shares were surrendered for taxes in this Form 4?

A total of 902 Dollar General common shares were surrendered to cover taxes. The shares came from multiple vesting restricted stock unit and performance share unit grants, and were valued at $117.17 per share for this tax-withholding transaction.