Dollar General (NYSE: DG) EVP surrenders 8,928 shares for tax withholding

Rhea-AI Filing Summary

Dollar General Corp executive vice president and general counsel Rhonda Taylor reported a routine share disposition related to taxes rather than an open-market trade. On the transaction date, 8,928 shares of common stock were surrendered to the company to cover tax obligations from equity awards vesting.

The surrendered shares reflect 4,464 restricted stock units granted March 25, 2025 and 4,464 performance share units earned based on the company’s fiscal 2025 adjusted EBITDA performance. After this tax-withholding disposition, Taylor directly holds 105,302 shares of Dollar General common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider TAYLOR RHONDA

Role EVP & General Counsel

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	8,928	$117.17	$1.05M

Holdings After Transaction: Common Stock — 105,302 shares (Direct)

Footnotes (1)

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Key Figures

Shares surrendered for taxes: 8,928 shares Implied tax withholding price: $117.17 per share Shares held after transaction: 105,302 shares +3 more

6 metrics

Shares surrendered for taxes 8,928 shares Tax-withholding disposition of common stock

Implied tax withholding price $117.17 per share Value used for 8,928-share tax payment

Shares held after transaction 105,302 shares Direct common stock ownership following disposition

Vesting restricted stock units 4,464 shares RSUs granted March 25, 2025 that vested

Vesting performance share units 4,464 shares PSUs earned on fiscal 2025 adjusted EBITDA

Transaction date April 1, 2026 Date of tax-withholding disposition

Key Terms

restricted stock units, performance share units, adjusted EBITDA, tax-withholding disposition

4 terms

restricted stock units financial

"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

"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

"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-withholding disposition financial

"transaction_action":"tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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^*

TAYLOR RHONDA

(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 & General Counsel

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		8,928(1)	D	$117.17	105,302	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 (4,464 shares), as well as vesting and payment of a portion of performance share units ("PSUs") granted March 25, 2025 (4,464 shares from the vesting of PSUs earned as a result of the Issuer's fiscal year 2025 adjusted EBITDA performance).

	/s/ Rhonda Taylor	04/02/2026
	** 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 Rhonda Taylor?

Dollar General reported that EVP and general counsel Rhonda Taylor surrendered 8,928 shares of common stock to the company for tax withholding. The shares covered taxes on vesting restricted stock units and performance share units tied to fiscal 2025 adjusted EBITDA performance.

Was Rhonda Taylor’s Dollar General Form 4 a market sale of DG stock?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Taylor delivered 8,928 shares back to Dollar General to pay taxes triggered by vesting restricted stock units and performance share units granted in March 2025.

How many Dollar General shares does Rhonda Taylor hold after this Form 4?

After the reported tax-withholding disposition, Rhonda Taylor directly holds 105,302 shares of Dollar General common stock. This figure reflects her remaining direct ownership following the surrender of 8,928 shares to cover tax liabilities on vesting equity awards.

What equity awards caused the 8,928-share tax withholding at Dollar General?

The 8,928 surrendered shares relate to two award types: 4,464 restricted stock units and 4,464 performance share units. The PSUs were earned based on Dollar General’s fiscal 2025 adjusted EBITDA performance, and both awards vested and paid out on the reported date.

What does the Form 4 reveal about Dollar General’s performance share units (PSUs)?

The Form 4 indicates that a portion of PSUs granted March 25, 2025 vested because Dollar General met an adjusted EBITDA performance condition for fiscal 2025. From this vesting, 4,464 shares were delivered and then surrendered to cover the related tax obligations.