Dollar General (DG) EVP awarded 2,042 shares in PSU grant

Rhea-AI Filing Summary

Wheeler Bryan D reported acquisition or exercise transactions in this Form 4 filing.

Dollar General executive vice president and chief merchandising officer Bryan D. Wheeler reported receiving 2,042 shares of common stock as a grant/award, at a price of $0 per share. The award reflects performance share units from a March 25, 2025 grant, certified on March 10, 2026 based on the company’s fiscal 2025 adjusted EBITDA results. Of these units, 682 are scheduled to vest and settle in unrestricted shares on April 1, 2026, with 680 vesting on each of April 1, 2027 and April 1, 2028, subject to time-vesting and forfeiture provisions. Following this transaction, Wheeler directly holds 24,337 common shares.

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^*

Wheeler Bryan D

(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 Merchandising Ofc

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		2,042(1)	A	$0	24,337	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. 682 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 (680 on each of April 1, 2027 and April 1, 2028) and certain forfeiture and accelerated vesting provisions.

	/s/ Bryan D. Wheeler	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 Bryan D. Wheeler report at Dollar General (DG)?

Bryan D. Wheeler reported receiving a grant of 2,042 shares of Dollar General common stock at $0 per share. The Form 4 shows this as a compensation-related award, bringing his direct holdings to 24,337 common shares after the transaction.

How are Bryan D. Wheeler’s performance share units structured at Dollar General (DG)?

The 2,042 performance share units were earned from a March 25, 2025 grant tied to fiscal 2025 adjusted EBITDA. Each PSU equals one share of common stock, with vesting and settlement spread over several years, subject to time-vesting and forfeiture provisions.

When will Bryan D. Wheeler’s Dollar General (DG) PSUs vest and be paid?

Of the 2,042 performance share units, 682 are expected to vest and be settled in unrestricted shares on April 1, 2026. The remaining units are scheduled to time-vest, 680 on April 1, 2027 and 680 on April 1, 2028, under the plan terms.

Was Bryan D. Wheeler’s Dollar General (DG) Form 4 transaction an open-market stock purchase?

No, the Form 4 describes a grant or award acquisition of 2,042 shares at $0 per share. This reflects performance-based and time-vested compensation rather than an open-market purchase, as indicated by the transaction code and footnote details.

How large is Bryan D. Wheeler’s Dollar General (DG) shareholding after this award?

After receiving the 2,042-share award, Bryan D. Wheeler directly holds 24,337 shares of Dollar General common stock. The filing presents this updated ownership figure to show his post-transaction stake following the performance share unit certification and grant.