Dollar General (NYSE: DG) EVP uses 7,938 shares to cover tax on vested awards

Rhea-AI Filing Summary

Dollar General EVP & Chief People Officer Kathleen A. Reardon reported a routine tax-related share disposition. On this Form 4, she surrendered 7,938 shares of Common Stock at $117.17 per share to Dollar General to cover taxes due on recently vested equity awards. The footnote explains this came from the vesting of 4,018 restricted stock units and 3,920 performance share units that were granted on March 25, 2025 and earned based on the company’s fiscal 2025 adjusted EBITDA performance. After this tax-withholding transaction, she directly holds 66,649 shares of Dollar General stock, indicating she retains a substantial equity stake despite the disposition.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider REARDON KATHLEEN A

Role EVP & Chief People Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	7,938	$117.17	$930K

Holdings After Transaction: Common Stock — 66,649 shares (Direct)

Footnotes (1)

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Key Figures

Tax-withholding shares: 7,938 shares Recorded share price: $117.17 per share Post-transaction holdings: 66,649 shares +2 more

5 metrics

Tax-withholding shares 7,938 shares Shares surrendered for tax liability on 2025 awards

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

Post-transaction holdings 66,649 shares Common stock directly owned after transaction

Vested restricted stock units 4,018 shares RSUs granted March 25, 2025 that vested

Vested performance share units 3,920 shares PSUs earned on 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 (4,018 shares)"

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 (3,920 shares"

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^*

REARDON KATHLEEN A

(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 People Officer

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		7,938(1)	D	$117.17	66,649	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 (4,018 shares), as well as vesting and payment of a portion of performance share units ("PSUs") granted March 25, 2025 (3,920 shares from the vesting of PSUs earned as a result of the Issuer's fiscal year 2025 adjusted EBITDA performance).

	/s/ Kathy Reardon	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 did Dollar General (DG) executive Kathleen Reardon report in this Form 4?

Kathleen Reardon reported surrendering 7,938 Dollar General shares for tax withholding. The shares covered taxes on newly vested restricted stock units and performance share units, rather than representing an open-market sale, and she continues to directly hold 66,649 shares after the transaction.

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. Shares were surrendered to Dollar General to pay taxes triggered by vesting of restricted stock units and performance share units that were previously granted as part of compensation.

How many Dollar General (DG) shares did Kathleen Reardon dispose of for taxes?

She disposed of 7,938 shares of Dollar General common stock for tax withholding. The transaction price was recorded at $117.17 per share, reflecting a routine mechanism to satisfy tax obligations when equity awards vest, rather than a discretionary stock sale.

What vesting events caused the tax-withholding disposition in Dollar General (DG) shares?

The disposition relates to vesting and payment of 4,018 restricted stock units and 3,920 performance share units. The performance share units were earned based on Dollar General’s fiscal 2025 adjusted EBITDA performance, leading to a combined 7,938 shares surrendered for associated tax obligations.

How many Dollar General (DG) shares does Kathleen Reardon hold after this Form 4 transaction?

Following the tax-withholding disposition, Kathleen Reardon directly holds 66,649 Dollar General common shares. This post-transaction ownership level shows she maintains a meaningful equity position in the company despite using shares to cover tax liabilities on vested awards.

What does the performance criteria mention in Dollar General (DG) executive awards mean?

The footnote notes that 3,920 performance share units vested based on fiscal 2025 adjusted EBITDA performance. This means part of the award only vested because Dollar General met specified adjusted EBITDA targets, linking the executive’s compensation to the company’s financial performance.