Dollar General (NYSE: DG) EVP surrenders shares for tax withholding on equity awards

Rhea-AI Filing Summary

Dollar General EVP & Chief Information Officer Carman R. Wenkoff surrendered 8,870 shares of common stock at $117.17 per share to cover tax obligations. The shares were withheld in connection with vesting of restricted stock units and performance share units granted on March 25, 2025. After this tax-withholding disposition, Wenkoff directly holds 75,047 common shares, indicating this was a routine compensation-related event rather than an open-market trade.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Wenkoff Carman R

Role EVP & Chief Information Ofc

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	8,870	$117.17	$1.04M

Holdings After Transaction: Common Stock — 75,047 shares (Direct)

Footnotes (1)

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Key Figures

Shares surrendered for taxes: 8,870 shares Transaction price per share: $117.17 per share Shares held after transaction: 75,047 shares +2 more

5 metrics

Shares surrendered for taxes 8,870 shares Tax-withholding disposition on April 1, 2026

Transaction price per share $117.17 per share Value used for tax-withholding share surrender

Shares held after transaction 75,047 shares Direct holdings after tax-withholding disposition

RSU shares vesting 4,464 shares Restricted stock units granted March 25, 2025

PSU shares vesting 4,406 shares Performance share units tied to fiscal 2025 adjusted EBITDA

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^*

Wenkoff Carman R

(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 Information 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		8,870(1)	D	$117.17	75,047	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 (4,406 shares from the vesting of PSUs earned as a result of the Issuer's fiscal year 2025 adjusted EBITDA performance).

	/s/ Carman R. Wenkoff	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 Carman Wenkoff?

Dollar General reported that EVP & Chief Information Officer Carman R. Wenkoff surrendered 8,870 shares of common stock to cover taxes. This occurred in connection with the vesting and payment of equity awards rather than an open-market purchase or sale.

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

No. The Form 4 shows a tax-withholding disposition coded “F,” meaning shares were surrendered to Dollar General to pay taxes. The transaction was tied to vesting of restricted stock units and performance share units, not a discretionary open-market sale.

How many Dollar General (DG) shares did Carman Wenkoff surrender for taxes?

Carman Wenkoff surrendered 8,870 shares of Dollar General common stock. These consisted of shares from vesting restricted stock units and performance share units, which were delivered back to the issuer to satisfy tax liabilities upon vesting.

How many Dollar General (DG) shares does Carman Wenkoff hold after the Form 4 transaction?

After the tax-withholding disposition, Carman Wenkoff directly holds 75,047 shares of Dollar General common stock. This remaining stake shows he continues to maintain a substantial equity position even after covering tax obligations on recent equity award vesting.

What equity awards triggered the Dollar General (DG) tax-withholding event?

The tax-withholding resulted from vesting and payment of restricted stock units and performance share units granted March 25, 2025. Specifically, 4,464 shares came from restricted stock units and 4,406 from performance share units earned based on fiscal 2025 adjusted EBITDA performance.

What does transaction code “F” mean in the Dollar General (DG) Form 4?

Transaction code “F” indicates a payment of tax liability or exercise price by delivering securities. In this case, it shows Dollar General shares were surrendered back to the company to cover taxes on vested restricted stock units and performance share units.