DEF 14A of Dollar General Corp, Apr 7, 2026

DEF 14A of Dollar General Corp

Filed Apr 7, 2026 · FY20250001104659-26-040394

Open on EDGAR

  1. Dollar General Corporation

    Dollar General Corporation (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☒ No fee required ☐ Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 DEAR FELLOW SHAREHOLDERS, On behalf of the Board of Directors, I am pleased to invite you to the 2026 Annual Meeting of Shareholders of Dollar General Corporation on May 28, 2026, at 8:00 a.m. CT. Please see the Notice of Annual Meeting of Shareholders for instructions to join the meeting. It is an honor to have been appointed Chairman of the Board. I am grateful to Mike Calbert for his leadership, insight, and dedicated service to Dollar General and look forward to continuing to work with him and the rest of the Board to provide strong oversight and to advance our mission. We had a strong 2025 during which we continued to deliver on our mission of Serving Others every day. Our results are driven by the dedication of our team, and we are proud that our efforts are resonating with customers. Our meaningful progress and continued momentum would not be possible without a skilled and experienced management team guiding us through our value creation journey. In October, we welcomed back Donny Lau as our Executive Vice President and Chief Financial Officer. Donny’s strong understanding of our business and culture, combined with his notable financial expertise, makes him well-suited to enhance performance and deliver lasting value for shareholders. In November, we appointed Emily Taylor as our Chief Operating Officer. Emily most recently was our Executive Vice President and Chief Merchandising Officer, bringing more than 25 years of Dollar General experience to the COO role, along with strategic vision and a proven record of enhancing the customer experience. The Board remains actively engaged and collaborates closely with the management team. The Board consists of dedicated and highly skilled members, each bringing valuable experience to represent our shareholders’ long-term interests. Through deliberate and strategic Board refreshment, we have welcomed three new independent directors over the last four years. We also are delighted to announce Greg Hicks as a nominee for election to our Board as an independent director at this year’s Annual Meeting. Greg brings to our Board over 25 years of retail experience, including deep merchandising and operations expertise, and we look forward to his contributions. After serving on the Board since 2009, Warren Bryant will not be standing for re-election at this year’s Annual Meeting. We thank him for his many years of dedicated service and wish him the best in his retirement. The Board also engages in annual evaluations to ensure that we have effective Board leadership and oversight and are working efficiently. These efforts ensure that we continue to have the right mix of experiences and perspectives to oversee the execution of our strategy. We are committed to building and maintaining relationships with shareholders to ensure your perspectives are understood and considered. We conduct both year-round outreach and focused outreach in the fall. As part of this focused outreach in 2025, we invited shareholders representing approximately 52% of shares outstanding to participate in our shareholder engagement program, with 46% of shares outstanding electing to participate. As Chairman of the Board, Mike led engagement with investors representing approximately 28% of shares outstanding. The feedback we received helped inform our public disclosures and the Board’s decision-making regarding corporate governance, shareholder rights, executive compensation, sustainability and corporate responsibility. Thank you for your investment in Dollar General. I am grateful for your continued trust in us.

  2. Dollar General Corporation

    | SINCERELY, DAVID P. ROWLAND CHAIRMAN OF THE BOARD APRIL 7, 2026 |

  3. Dollar General Corporation

    We will begin mailing to shareholders printed copies of this document and the form of proxy or the Notice of Internet Availability on or about April 7, 2026. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

  4. Dollar General Corporation

    | DATE | TIME | LOCATION | | | | | | Thursday, May 28, 2026 | 8:00 a.m. Central Time | Virtual via live webcast at www.virtualshareholdermeeting.com/DG2026 (the “Annual Meeting Website”) |

  5. Dollar General Corporation

    ITEMS OF BUSINESS:

  6. Dollar General Corporation

    | • To elect as directors the nine nominees listed in the Proxy Statement | | • To hold an advisory vote to approve our named executive officer compensation as disclosed in the Proxy Statement | | • To ratify the appointment of our independent registered public accounting firm for fiscal 2026 | | • To vote upon three shareholder proposals, as described in the Proxy Statement, if properly presented at the annual meeting | | • To transact any other business that may properly come before the annual meeting and any adjournments of that meeting |

  7. Dollar General Corporation

    WHO MAY VOTE: Shareholders of record at the close of business on March 19, 2026 HOW TO PARTICIPATE IN THE ANNUAL MEETING: There will be no physical location for the annual meeting, which will be held entirely online via live webcast through the Annual Meeting Website. To participate in the meeting, visit the Annual Meeting Website at the time of the meeting and enter your 16-digit control number found on your Notice of Internet Availability, proxy card or voting instruction form. Shareholders who follow such instructions will be counted as attending the meeting “in person.” Prior to the meeting, you also will be able to vote at www.proxyvote.com and by the other methods described in the Proxy Statement. We encourage you to vote in advance of the meeting even if you intend to attend the meeting. For more information, please see “Solicitation, Meeting and Voting Information” in the Proxy Statement.

  8. Dollar General Corporation

    | | By Order of the Board of Directors, | | | | | Goodlettsville, Tennessee April 7, 2026 | Christine L. Connolly Corporate Secretary |

  9. Dollar General Corporation

    PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in the Proxy Statement or about Dollar General. This summary does not contain all of the information that you should consider, and you should review all of the information contained in the Proxy Statement before voting. WHO WE ARE We are America’s neighborhood general store, serving the needs of our customers by providing convenience, value and service—Every day! As of January 30, 2026.

  10. Dollar General Corporation

    | | 2026 Proxy Statement |

  11. Dollar General Corporation

    BOARD NOMINEES (pp. 5 - 9, 14 - 15 and 20)

  12. Dollar General Corporation

    | Name and Principal Occupation | Independent | Age | Director Since (Calendar Year) | Board Leadership and Committee Positions | Other Public Board Service | | Michael M. Calbert Retired Member, KKR & Co. L.P. | | 63 | 2007 | • Audit | • PVH Corp. | | Ana M. Chadwick Former EVP, CFO & Treasurer, Insulet Corporation | | 54 | 2022 | • Audit (Chair) | | | Gregory H. Hicks President & CEO, Canadian Tire Corporation, Limited | | 55 | 2026* | • Audit* • CHCM* | • Canadian Tire Corporation, Limited | | Timothy I. McGuire Executive Chairman, Jump Plus Stores ULC | | 65 | 2018 | • CHCM (Chair) • Technology | | | David P. Rowland Retired Executive Chairman, Accenture plc | | 65 | 2023 | • Chairman of the Board • Technology (Chair) | | | Debra A. Sandler President & CEO, La Grenade Group, LLC | | 66 | 2020 | • Audit • NGCR (Chair) | • Keurig Dr Pepper Inc. • Archer Daniels Midland Company • USA TODAY Co., Inc. | | Ralph E. Santana CEO, Recteq Grills | | 58 | 2018 | • NGCR • Technology | | | Kathleen M. Scarlett Senior EVP, Human Resources & Corporate Affairs, Best Buy Co., Inc. | | 62 | 2024 | • CHCM • NGCR | | | Todd J. Vasos | | 64 | 2015 | | • KeyCorp | | CEO, Dollar General Corporation | | | | | |

  13. Dollar General Corporation

    | * If elected at the 2026 annual meeting of shareholders | CHCM = Compensation and Human Capital Management Committee | NGCR = Nominating, Governance and Corporate Responsibility Committee |

  14. Dollar General Corporation

    | 2026 Proxy Statement | |

  15. Dollar General Corporation

    BOARD NOMINEES—KEY STATISTICS (pp. 4 - 9) BOARD-LEVEL STRATEGY AND RISK OVERSIGHT (pp. 12 - 15) Our Board of Directors, assisted by its four independent committees, actively oversees our corporate strategy and related risks:

  16. Dollar General Corporation

    | AUDIT COMMITTEE Oversees financial reporting matters and enterprise risk management, including cybersecurity risk |

  17. Dollar General Corporation

    | COMPENSATION AND HUMAN CAPITAL MANAGEMENT COMMITTEE | | Oversees significant human capital management matters, primarily including employee recruitment, retention and engagement; labor matters; and compensation |

  18. Dollar General Corporation

    | TECHNOLOGY COMMITTEE Oversees technology strategy and related investments |

  19. Dollar General Corporation

    | NOMINATING, GOVERNANCE AND CORPORATE RESPONSIBILITY COMMITTEE | | Oversees corporate governance and significant corporate social responsibility and sustainability matters |

  20. Dollar General Corporation

    SHAREHOLDER ENGAGEMENT (pp. 11 - 12) Our Board of Directors appreciates and proactively seeks the viewpoints of our shareholders. Our focused outreach in the fall of 2025 encompassed a broad base of shareholders and discussion topics and helped inform our public disclosures and our Board’s decision-making regarding corporate governance, shareholder rights, executive compensation, sustainability and corporate responsibility matters.

  21. Dollar General Corporation

    | | 2026 Proxy Statement |

  22. Dollar General Corporation

    PAY FOR PERFORMANCE (pp. 22 - 32) The primary elements of our 2025 annual executive compensation program are summarized in the chart below and reflect significant alignment with our shareholders’ interests.

  23. Dollar General Corporation

    | Pay Element | Vehicle | Key Details | | Base Salary | Cash | Reflects comparable positions in the competitive marketplace, recognizing performance, responsibilities and experience | | Short-Term Incentive “Teamshare” | Cash | Adjusted EBIT (70%) Net Sales (20%) Strategic Objective (Project Elevate) (10%) | | Long-Term Incentive* | RSUs (50%) | 3-Year Ratable Vesting | | | PSUs (50%) | Performance Metrics / Vesting Periods: 1-Year Adjusted EBITDA (50%) / 3-Year Ratable Vesting 3-Year Average Adjusted ROIC (50%) / 3-Year Cliff Vesting |

  24. Dollar General Corporation

    * Mr. Vasos was not granted long-term incentive awards for 2025. Mr. Lau’s PSUs for 2025 are tied solely to the 3-year Average Adjusted ROIC metric. The most recent shareholder advisory vote on our named executive officer compensation was held on May 29, 2025. Excluding abstentions and broker non-votes, 93.5% of total votes were cast in support of the program.

  25. Dollar General Corporation

    | 2026 Proxy Statement | |

  26. Dollar General Corporation

    VOTING MATTERS (pp. 1 - 10, 55, and 60 - 72)

  27. Dollar General Corporation

    | 2026 Proposals | Board Recommendation | | Election of Directors Item 1 on the Ballot | For | | Advisory Vote to Approve Named Executive Officer Compensation Item 2 on the Ballot | For | | Ratification of Appointment of Auditors Item 3 on Ballot | For | | Shareholder Proposals Items 4-6 on the Ballot | Against |

  28. Dollar General Corporation

    HOW TO VOTE (p. 2)

  29. Dollar General Corporation

    | MAIL | PHONE | INTERNET | IN PERSON | | | | | | | Complete, sign, date and mail your proxy card or voting instruction form | 1-800-690-6903 | www.proxyvote.com | May 28, 2026 8:00 a.m., CT On the Annual Meeting Website |

  30. Dollar General Corporation

    | ANNUAL MEETING WEBSITE: | | www.virtualshareholdermeeting.com/DG2026 | | See “Solicitation, Meeting and Voting Information” for instructions on how to participate in the annual meeting. |

  31. Dollar General Corporation

    | | 2026 Proxy Statement |

  32. Dollar General Corporation

    | TABLE OF CONTENTS | |

  33. Dollar General Corporation

    | SOLICITATION, MEETING AND VOTING INFORMATION | 1 | | ELECTION OF DIRECTORS (Item 1 on the Ballot) | 4 | | CORPORATE GOVERNANCE | 11 | | DIRECTOR COMPENSATION | 18 | | DIRECTOR INDEPENDENCE | 20 | | TRANSACTIONS WITH MANAGEMENT AND OTHERS | 21 | | EXECUTIVE COMPENSATION | 22 | | Compensation Discussion and Analysis | 22 | | Compensation Committee Report | 32 | | Summary Compensation Table | 33 | | Grants of Plan-Based Awards in Fiscal 2025 | 35 | | Outstanding Equity Awards at 2025 Fiscal Year-End | 36 | | Option Exercises and Stock Vested During Fiscal 2025 | 38 | | Pension Benefits Fiscal 2025 | 38 | | Nonqualified Deferred Compensation Fiscal 2025 | 38 |

  34. Dollar General Corporation

    | Potential Payments Upon Termination or Change in Control | 41 | | Pay Versus Performance | 50 | | Pay Ratio Disclosure | 54 | | Compensation Committee Interlocks and Insider Participation | 54 | | Compensation Risk Considerations | 54 | | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (Item 2 on the Ballot) | 55 | | SECURITY OWNERSHIP | 56 | | Security Ownership of Certain Beneficial Owners | 56 | | Security Ownership of Officers and Directors | 57 | | AUDIT COMMITTEE REPORT | 58 | | FEES PAID TO AUDITORS | 59 | | RATIFICATION OF APPOINTMENT OF AUDITORS (Item 3 on the Ballot) | 60 | | SHAREHOLDER PROPOSALS (Items 4-6 on the Ballot) | 61 | | SHAREHOLDER PROPOSALS FOR 2027 ANNUAL MEETING | 73 |

  35. What happens if a director nominee fails to receive the required vote for election?

    What happens if a director nominee fails to receive the required vote for election? If a director nominee who is not currently serving as a director does not receive the required vote for election at the annual meeting, such nominee will not be elected as a director. In this event, our Board of Directors, in its sole discretion, may fill the resulting vacancy or decrease the Board’s size. An incumbent director who does not receive the required vote for election at the annual meeting must promptly tender a resignation as a director for consideration by our Board pursuant to our Board-approved director resignation policy. Each incumbent director standing for election at the meeting has agreed to resign, effective upon our Board’s acceptance of such resignation, if such director does not receive a majority vote. If our Board rejects the offered resignation, the incumbent director will continue to serve as a holdover director until the next annual shareholders’ meeting and until his or her successor is duly elected or his or her earlier resignation or removal in accordance with our Bylaws. If our Board accepts the offered resignation, our Board, in its sole discretion, may fill the resulting vacancy or decrease the Board’s size.

  36. Who are the nominees this year?

    Who are the nominees this year? All director nominees were selected by our Board of Directors upon the recommendation of the NGCR Committee. The nominees include eight incumbent directors who were elected at the 2025 annual meeting of shareholders, as well as Mr. Hicks who will join our Board effective as of the annual meeting if elected. Mr. Warren F. Bryant, who has served on our Board since 2009, is not standing for re-election, and his term will expire effective at the time of the annual meeting. Our Board believes that each of the nominees can devote an adequate amount of time to the effective performance of director duties, is in compliance with our overboarding policy detailed in our Corporate Governance Guidelines, and possesses all of the threshold qualifications identified above. If elected, each nominee would hold office until the 2027 annual meeting of shareholders and until his or her successor is elected and qualified, subject to any earlier resignation or removal. The following lists the nominees, their ages at the date of this Proxy Statement and the calendar year in which they first became a director, along with their biographies and the experience, qualifications, attributes or skills that led our Board to conclude that each nominee should serve as a director of Dollar General.

  37. Who are the nominees this year?

    | MICHAEL M. CALBERT Age: 63 Director Since: 2007 | Biography: Mr. Calbert joined the private equity firm KKR & Co. L.P. in January 2000 and was directly involved with several KKR portfolio companies until his retirement in January 2014, after which he served as a consultant to KKR until June 2015. Mr. Calbert led KKR’s Retail industry team prior to his retirement. He also served as the Chief Financial Officer of Randall’s Food Markets from 1997 until it was sold in September 1999 and worked as a certified public accountant and consultant with Arthur Andersen Worldwide from 1985 to 1994, where his primary focus was the retail and consumer industry. Mr. Calbert has served as a director of PVH Corp. since May 2022 and previously served as a director of Executive Network Partnering Corporation from September 2020 to October 2022 and AutoZone, Inc. from May 2019 to December 2021. He previously served as our Chairman of the Board from January 2016 until February 2026 and from July 2007 until December 2008 and as our lead director from March 2013 until January 2016. | | | Specific Experience, Qualifications, Attributes and Skills: Mr. Calbert has considerable experience in managing private equity portfolio companies and with corporate finance and strategic business planning activities. He has a strong background and extensive experience in advising and managing companies in the retail industry, including evaluating business strategies and operations, financial plans and structures, risk, and management teams. His current and former service on various company boards in the retail industry further strengthens his knowledge and experience within our industry. Mr. Calbert also has a significant financial and accounting background, previously serving as the chief financial officer of a retail company for two years and as a certified public accountant for 10 years. |

  38. Who are the nominees this year?

    | | 2026 Proxy Statement | 5 |

  39. Who are the nominees this year?

    | ANA M. CHADWICK Age: 54 Director Since: 2022 | Biography: Ms. Chadwick most recently served as Senior Advisor of Insulet Corporation, a medical device company (September 2025 to February 2026). She previously served as Executive Vice President, Chief Financial Officer and Treasurer of Insulet (April 2024 to September 2025) and Executive Vice President and Chief Financial Officer of Pitney Bowes Inc. (January 2021 to April 2024). She joined General Electric Company in 1993, serving for 28 years in various roles, including President and Chief Executive Officer of GE Capital Global Legacy Solutions (March 2019 to January 2021); Chief Financial Officer and Chief Operating Officer of GE Capital Global Legacy Solutions (February 2016 to February 2019); Controller of GE Capital Americas (September 2014 to January 2016); Chief Financial Officer of GE Capital Energy Financial Services (July 2010 to August 2014); Chief Operating Officer of GE Capital Global Banking—GE Money Bank Latin America (February 2009 to June 2010); Chief Financial Officer of GE Capital Consumer Finance—Latin America (December 2005 to January 2009); Chief Financial Officer of GE Capital Consumer Finance—GE Capital Bank Switzerland (December 2003 to November 2005); and a variety of other finance and audit positions of increasing responsibility. | | | Specific Experience, Qualifications, Attributes and Skills: Ms. Chadwick has significant financial and risk management expertise and over 30 years of experience in various financial planning, audit, banking, and accounting roles. Through these various roles, she has led large global teams of employees and played a critical role in various joint ventures, divestitures and restructurings. These experiences bring deep and disciplined perspective to our Audit Committee and Board. In addition, having lived and worked in several Latin American countries, including growing businesses in Latin America, she brings valuable perspective to our Board as the Company works to expand its operations into Mexico and to further serve its diverse customer base in the United States. | | GREGORY H. HICKS Age: 55 Nominee for election at the annual meeting | Biography: Mr. Hicks has served as President and Chief Executive Officer of Canadian Tire Corporation, Limited, a Canadian retail company, since March 2020. He also served as President, Canadian Tire Retail (March 2017 to March 2020), and Group Senior Vice President, Consumer Products & Retail Experience, Canadian Tire Retail (September 2013 to March 2017). Prior to rejoining Canadian Tire in 2013, Mr. Hicks served as President of Retail Audible (September 2012 to June 2013) and as Chief Operating Officer of TSC Stores LP (July 2006 to September 2012). He initially joined Canadian Tire in 2000 and held roles of increasing responsibility across merchandising, sourcing, marketing and operations until June 2006. Mr. Hicks has served as a director of Canadian Tire since March 2020 and previously served as a director of CT REIT from May 2018 to May 2021. | | | Specific Experience, Qualifications, Attributes and Skills: Mr. Hicks brings over 25 years of senior leadership experience in large-scale, complex retail and consumer businesses. As President and CEO of Canadian Tire, he has led a multi-banner, omnichannel enterprise through periods of significant disruption and transformation. He has a strong background and extensive experience in many areas relevant to our business, including strategic planning, merchandising, owned brands, global sourcing, retail operations, loyalty and personalization, digital and data-enabled retail capabilities, and risk management. |

  40. Who are the nominees this year?

    | 6 | 2026 Proxy Statement | |

  41. Who are the nominees this year?

    | TIMOTHY I. MCGUIRE Age: 65 Director Since: 2018 | Biography: Mr. McGuire has served as the Executive Chairman of Jump Plus Stores ULC, a Canadian chain of Apple Premium Partner consumer electronics stores, since June 2024. He previously served as Chief Executive Officer of Mobile Service Center Canada, Ltd. (d/b/a Mobile Klinik, a business division of TELUS Corporation) from October 2018 through August 2022, and as its Chairman of the Board from June 2017 to October 2018 and director from March 2017 to July 2020. He retired from McKinsey & Company in August 2017 after serving as a leader of its global retail and consumer practice for almost 28 years, including leading the Americas retail practice for five years. While at McKinsey, Mr. McGuire led consulting efforts with major retail, telecommunications, consumer service, and marketing organizations in Canada, the United States, Latin America, Europe, and Australia. Mr. McGuire also held various positions with Procter & Gamble (1983 to 1989), including Marketing Director for the Canadian Food & Beverage division. | | | Specific Experience, Qualifications, Attributes and Skills: Mr. McGuire brings over 30 years of valuable retail experience to our company. He has expertise in strategy, new store/concept development, marketing and sales, operations, international expansion, big data and advanced analytics, as well as risk management experience. In addition, Mr. McGuire’s focus while at McKinsey on use of advanced analytics in retail, developing and implementing growth strategies for consumer services, food, general merchandise and multi-channel retailers, developing new retail formats, the application of lean operations techniques, the redesign of merchandise flows, supply chain optimization efforts, and the redesign of purchasing and supplier-management approaches, brings extensive relevant perspectives to our Board as it seeks to consult and advise our CEO and to shape our corporate strategy. | | DAVID P. ROWLAND Age: 65 Director Since: 2023 | Biography: Mr. Rowland has served as our Chairman of the Board since February 2026. He served as Executive Chairman of the Board of Directors of Accenture plc, a leading global professional services company, from September 2019 to September 2021. Prior thereto, Mr. Rowland served as Accenture’s Interim Chief Executive Officer (January 2019 to September 2019); Chief Financial Officer (July 2013 to January 2019); Senior Vice President, Finance (September 2006 to July 2013); and a variety of consulting and finance leadership roles of increasing responsibility (July 1983 to September 2006). Mr. Rowland previously served as a director of Accenture plc from January 2019 to September 2021. | | | Specific Experience, Qualifications, Attributes and Skills: Mr. Rowland has significant senior leadership and international experience along with deep financial, risk management and technology expertise. During his tenure at Accenture—one of the world’s largest technology and digital services organizations—Mr. Rowland advised clients on strategies for large, complex technology-based programs and played a central role in the company’s strategic planning, M&A strategy, and global human capital strategy and management, all of which provides substantial insight to our Board and Technology Committee. |

  42. Who are the nominees this year?

    | | 2026 Proxy Statement | 7 |

  43. Who are the nominees this year?

    | DEBRA A. SANDLER Age: 66 Director Since: 2020 | Biography: Ms. Sandler has served as President and Chief Executive Officer of La Grenade Group, LLC, a marketing consultancy that serves packaged goods companies operating in the health and wellness space, since September 2015. She also served as Chief Executive Officer of Mavis Foods, LLC, a startup she founded that made and sold Caribbean sauces and marinades, from April 2018 until it ceased commercial operations in December 2024. Ms. Sandler was previously employed for seven years with Mars, Inc., including as Chief Health and Wellbeing Officer (July 2014 to July 2015); President, Chocolate North America (April 2012 to July 2014); and Chief Consumer Officer, Chocolate (November 2009 to March 2012). She also held senior leadership positions with Johnson & Johnson from 1999 to 2009, where her last position was Worldwide President for McNeil Nutritionals LLC, a fully integrated business unit within the Johnson & Johnson Consumer Group of Companies. She began her career in 1985 with PepsiCo, Inc., where she served for 13 years in a variety of marketing positions of increasing responsibility. Ms. Sandler has served as a director of Keurig Dr Pepper Inc. since March 2021, Archer Daniels Midland Company since May 2016, and USA TODAY Co., Inc. (f/k/a Gannett Co., Inc.) since June 2015. | | | Specific Experience, Qualifications, Attributes and Skills: Ms. Sandler has strong marketing and operating experience and a proven record of creating, building, enhancing, and leading well-known consumer brands. Her former leadership positions with Mars, Johnson & Johnson, and PepsiCo required an extensive understanding of consumer behavior and the evolving retail environment. In addition, her time as CEO of Mavis Foods provided her with valuable e-commerce, strategic planning and financial experience, and her other public company board experience brings additional perspective to our Board. | | RALPH E. SANTANA Age: 58 Director Since: 2018 | Biography: Mr. Santana has served as Chief Executive Officer of Recteq Grills, a pellet grill company, since June 2022. He previously served as Executive Vice President and Chief Marketing Officer (April 2013 to June 2022) of Harman International Industries, a wholly-owned subsidiary of Samsung Electronics Co., Ltd., with responsibility for Harman’s worldwide marketing strategy and global design group, and as Senior Vice President and Chief Marketing Officer of Samsung Electronics North America (June 2010 to September 2012), where he was responsible for launching Samsung’s U.S. e-commerce business. He also served 16 years at PepsiCo, Inc. (June 1994 to May 2010) in multiple international and domestic leadership roles in marketing, including Vice President of Marketing, North American Beverages, Pepsi-Cola, and held positions with its Frito-Lay’s international and North America operations. Mr. Santana began his career at Beverage Marketing Corporation (July 1989 to June 1992) where he served as a beverage industry consultant designing market entry and expansion strategies. | | | Specific Experience, Qualifications, Attributes and Skills: Mr. Santana has approximately 30 years of marketing experience spanning multiple technology and food and beverage consumer packaged goods categories. His deep understanding of digital marketing and retail shopper marketing, particularly in the area of consumer packaged goods, and his extensive experience in shaping multi-cultural strategy, executing marketing programs, and making brands culturally relevant further enhances our Board’s ability to provide oversight and thoughtful counsel to management in these important and evolving areas of our business. His previous and current executive positions also provide risk management experience. |

  44. Who are the nominees this year?

    | 8 | 2026 Proxy Statement | |

  45. Who are the nominees this year?

    | KATHLEEN M. SCARLETT Age: 62 Director Since: 2024 | Biography: Ms. Scarlett has served as Senior Executive Vice President, Human Resources and Corporate Affairs, of Best Buy Co., Inc., a leading consumer electronics retailer, since December 2024. Since joining Best Buy in 2014, she has held various leadership roles, including Senior Executive Vice President, Corporate Affairs, Human Resources and Best Buy Canada (May 2023 to December 2024); Chief Human Resources Officer and Executive Vice President, Best Buy Canada (January 2020 to May 2023); Chief Human Resource Officer and President, US Retail Stores (January 2019 to January 2020); Chief Human Resources Officer (May 2017 to January 2019); and Division Chief Human Resources Officer and Senior Vice President, Retail, Best Buy Canada (May 2014 to May 2017). Prior to Best Buy, Ms. Scarlett served as Chief Operating Officer of Grafton-Fraser Inc. from April 2010 to May 2014 and was a consultant with KMS Consulting from January 2010 to April 2010. She also served in leadership positions with Loblaw Companies Limited, Hudson’s Bay Co., Dylex Limited, and Premier Salons Canada. Ms. Scarlett previously served as a director of Floor & Décor Holdings, Inc. from January 2021 to November 2022. | | | Specific Experience, Qualifications, Attributes and Skills: Ms. Scarlett brings significant human capital, retail, operations and senior leadership experience to our Board, having spent her entire career in the retail industry, including over 20 years in senior leadership positions with a focus on human resources. She also possesses M&A and marketing experience resulting from her prior leadership roles on acquisition teams and overseeing marketing departments, respectively. In addition, her prior experience leading Best Buy’s business in Canada provides valuable international experience and perspective to our Board. | | TODD J. VASOS Age: 64 Director Since: 2015 | Biography: Mr. Vasos has served as our Chief Executive Officer since October 2023 when he returned to Dollar General after previously serving as our CEO from June 2015 to November 2022 and then Senior Advisor from November 2022 until his retirement in April 2023. He has served as a member of our Board of Directors since June 2015. Mr. Vasos joined Dollar General in December 2008 as Executive Vice President, Division President and Chief Merchandising Officer and was promoted to Chief Operating Officer in November 2013. Prior to joining Dollar General, Mr. Vasos served in leadership positions with Longs Drug Stores Corporation, Phar-Mor Food and Drug Inc. and Eckerd Corporation. Mr. Vasos has served as a director of KeyCorp since July 2020 and as its lead independent director since January 2026. | | | Specific Experience, Qualifications, Attributes and Skills: Mr. Vasos has extensive retail experience, including over 15 years with Dollar General. He has a thorough understanding of all key areas of our business, which is further bolstered by his former experience overseeing the merchandising, operations, marketing, advertising, global procurement, supply chain, store development, store layout and space allocation functions of other retail companies. In addition, Mr. Vasos’s service in leadership and policy-making positions in the retail business has provided him with additional leadership and strategic planning skills that allow him to effectively guide and oversee the direction of Dollar General and the consensus-building skills required to lead our management team, and his other public company board experience brings additional perspective to his leadership of Dollar General. |

  46. Who are the nominees this year?

    | | 2026 Proxy Statement | 9 |

  47. Where can I find more information about Dollar General’s governance practices?

    | DIRECTOR COMPENSATION |

  48. Fiscal 2025 Director Compensation

    Fiscal 2025 Director Compensation The following table summarizes the compensation earned by or paid to each person who served as a non-employee member of our Board of Directors during all or part of 2025. Mr. Vasos, whose executive compensation is discussed under “Executive Compensation” below, was not separately compensated for his Board service. We have omitted the columns for “Option Awards,” “Non-Equity Incentive Plan Compensation” and “Change in Pension Value and Nonqualified Deferred Compensation Earnings” because they are inapplicable.

  49. Fiscal 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Warren F. Bryant | 95,000 | 203,166 | 4,484 | 302,650 | | Michael M. Calbert | 95,000 | 392,919 | 10,805 | 498,724 | | Ana M. Chadwick | 145,000 | 203,166 | 4,484 | 352,650 | | Timothy I. McGuire | 115,000 | 203,166 | 4,484 | 322,650 | | David P. Rowland | 131,875 | 203,166 | 4,484 | 339,525 | | Debra A. Sandler | 112,500 | 203,166 | 4,484 | 320,150 | | Ralph E. Santana | 95,000 | 203,166 | 4,484 | 302,650 | | Kathleen M. Scarlett | 120,000 | 203,166 | 5,556 | 328,722 |

  50. Fiscal 2025 Director Compensation

    (1) In addition to the Board retainer, Mss. Chadwick and Sandler and Messrs. McGuire and Rowland earned retainers (pro-rated as applicable) for service as committee chairpersons during all or part of 2025, and Mss. Chadwick and Scarlett and Mr. Rowland each earned a one-time $25,000 cash retainer, payable in two equal installments, for service on an ad hoc committee formed in 2025. (2) Represents the grant date fair value of RSUs awarded to Mr. Calbert effective February 3, 2025 ($189,753) for his annual Chairman of the Board retainer, as well as to each director listed in the table above (including Mr. Calbert), on May 28, 2025 ($203,166) for annual awards, in each case computed in accordance with FASB ASC Topic 718. Information regarding assumptions made in the valuation of these awards is included in Note 9 of the annual consolidated financial statements in our 2025 Form 10-K. As of January 30, 2026, each of the persons listed in the table above had the following total unvested RSUs outstanding (including additional unvested RSUs credited as a result of dividend equivalents earned with respect to such RSUs): each of Messrs. Bryant, McGuire, Rowland, and Santana and Mss. Chadwick, Sandler, and Scarlett (2,109); and Mr. Calbert (4,821). Represents the dollar value of dividend equivalents paid, accumulated or credited on unvested RSUs for all persons listed in the table above. Perquisites and personal benefits, if any, totaled less than $10,000 per director listed in the table and therefore are not included in the table.

  51. Fiscal 2025 Director Compensation

    | | 2026 Proxy Statement | 19 |

  52. Fiscal 2025 Director Compensation

    DIRECTOR INDEPENDENCE

  53. Compensation Best Practices

    | Compensation Practice | Dollar General Policy | | Pay for performance | A significant portion of 2025 compensation, including our annual Teamshare cash incentive bonus program (“Teamshare”) and our performance share unit (“PSU”) equity awards, is performance-based. | | Robust share ownership guidelines and holding requirements | Our share ownership guidelines and holding requirements create further alignment with shareholders’ long-term interests. See “Share Ownership Guidelines and Holding Requirements.” | | Clawback policy | Our clawback policy requires the recovery of erroneously awarded incentive compensation paid to current and former executive officers based on financial results that were subsequently restated as a result of material noncompliance with any financial reporting requirement under the U.S. federal securities laws, regardless of an executive’s personal culpability. | | Hedging, pledging and margin prohibitions | Our policy prohibits Board members, officers and certain other employees (as well as certain of their family members, entities and trusts) from hedging against any decrease in the market value of Dollar General equity securities awarded by our company and held by them, and from pledging as collateral or holding in a margin account any securities issued by Dollar General. See “Hedging and Pledging Policies.” | | No excise tax gross-ups and minimal income tax gross-ups | We do not provide tax gross-up payments to named executive officers other than on relocation-related items. | | Double-trigger provisions | All equity awards granted to named executive officers as executive compensation include a “double-trigger” vesting provision upon a change in control. | | No repricing or cash buyout of underwater stock options without shareholder approval | Our equity incentive plans prohibit repricing underwater stock options, reducing the exercise price of stock options or replacing awards with cash or another award type, without shareholder approval. | | Annual compensation risk assessment | At least annually, the CHCM Committee assesses the risk of our compensation program. |

  54. Pay for Performance

    Pay for Performance We achieved the following performance results in relation to our short-term and long-term incentive plans: • Teamshare We achieved 2025 adjusted EBIT of $2.487 billion, or 131.5% of the adjusted EBIT target; 2025 net sales of $42.724 billion, or 101.2% of the net sales target; and completed 2,254 Project Elevate store remodels, or 100.0% of the strategic objective target, which resulted in a 2025 Teamshare payout to each eligible named executive officer of 182.4% of his or her target Teamshare bonus percentage opportunity (see “Short-Term Cash Incentive Plan”). • PSUs We achieved 2025 adjusted EBITDA of $3.524 billion, or 118.9% of the adjusted EBITDA target related to the portion of the PSUs granted in 2025 subject to 2025 adjusted EBITDA performance, which resulted in each eligible named executive officer earning 200.0% of his or her target number of such PSUs. We achieved adjusted ROIC of 18.38%, or 85.1% of the adjusted ROIC three-year target related to the portion of PSUs granted in 2023 subject to 2023-2025 adjusted ROIC performance, which was below the level required to earn such PSUs (see “Long-Term Equity Incentive Program”).

  55. 2025 Compensation Design Highlights

    2025 Compensation Design Highlights The CHCM Committee designed the 2025 executive compensation program primarily to enhance near-term performance and retention incentives; to create a more balanced and resilient incentive structure given continued economic uncertainty and volatility; and to be responsive to shareholder feedback. The 2025 program (1) further differentiated the metrics used in the short-term and long-term incentive programs by adding a strategic objective component to 2025 Teamshare with an assigned weighting of 10%, while retaining the net sales metric at a 20% weighting and the adjusted EBIT metric at a reduced weighting of 70%; (2) maintained the 200% cap on payouts for 2025 Teamshare and the 2025 PSUs, while returning to threshold performance levels for all metrics used in those programs; and (3) continued the performance emphasis in the long-term incentive program while strengthening retention by retaining the use of PSUs and replacing stock options with RSUs, resulting in an annual equity award mix of 50% PSUs and 50% RSUs. See “Short-Term Cash Incentive Plan” and “Long-Term Equity Incentive Program.” The CHCM Committee thoroughly considered the length of performance periods and alternative metrics for use in the PSU awards in light of volatility in the internal and external environments and stability considerations, and it determined that the existing performance periods and metrics, which remain critical metrics for the business, remained appropriate for 2025.

  56. Philosophy and Objectives

    Philosophy and Objectives We strive to attract, retain, and motivate executives with superior ability, to reward outstanding performance, and to align the long-term interests of our named executive officers with those of our shareholders. The material compensation principles applicable to the compensation of our named executive officers include: • In determining total compensation, we consider a reasonable range of the median of total compensation of comparable positions at companies within our peer group, while accounting for distinct circumstances not reflected in the market data such as unique job descriptions as well as our particular niche in the retail sector and the impact that a particular officer may have on our ability to meet business objectives. For competitive or other reasons, our levels of total compensation or any component of compensation may exceed or be below the median range of our peer group. • We set base salaries to reflect the responsibilities, experience, performance, and contributions of the named executive officers, while also considering market salaries for comparable positions and our desired balance between base salary and incentive compensation. • We reward named executive officers who enhance our performance by linking cash and equity incentives to the achievement of our financial goals. • We promote share ownership to align the interests of our named executive officers with those of our shareholders. • In approving compensation arrangements, we may consider recent compensation history, including special or unusual compensation payments. In addition, we utilize employment agreements with our named executive officers to promote executive continuity, aid in retention, facilitate implementation of our clawback policy, and secure valuable protections for Dollar General, such as non-compete, non-solicitation, non-interference, and confidentiality obligations, in return for granting such executives reasonable severance and other rights upon

  57. Philosophy and Objectives

    various termination scenarios. The employment agreement with Mr. Vasos entered into in 2023 had a four-year term and was not subject to automatic extensions, but it was superseded by the Transition Agreement with Mr. Vasos as discussed below under “Certain Fiscal Year 2026 Actions.” The employment agreement with each of our additional currently-employed named executive officers, with the exception of Mr. Lau, has a three-year term ending in 2027 and is subject to certain automatic extensions. The employment agreement with Mr. Lau has a shorter term solely to align his employment agreement renewal date with the other non-CEO named executive officers. A change in control, by itself (“single trigger”), does not trigger any severance provision applicable to our named executive officers under the employment agreements.

  58. Use of Outside Advisors

    Use of Outside Advisors The CHCM Committee has selected Pearl Meyer to serve as its compensation consultant and has determined that Pearl Meyer is independent and that its work has not raised any conflicts of interest. When requested by the CHCM Committee, a Pearl Meyer representative attends CHCM Committee meetings and participates in private sessions with the CHCM Committee, and CHCM Committee members are free to consult directly with Pearl Meyer as desired. The CHCM Committee (or its Chairperson) determines the scope of Pearl Meyer’s services and has approved a written agreement that details the terms under which Pearl Meyer will provide independent advice to the CHCM Committee. The approved scope of Pearl Meyer’s work generally includes the performance of analyses and provision of independent advice and competitive market studies related to our executive and non-employee director compensation programs and related matters in support of the CHCM Committee’s decisions, and more specifically includes performing preparation work associated with CHCM Committee meetings, as well as providing advice in areas such as compensation philosophy, compensation risk assessment, peer group selection and benchmarking, incentive plan design, executive compensation disclosure, emerging best practices and changes in the regulatory environment.

  59. Use of Market Data

    Use of Market Data The CHCM Committee approves, periodically reviews, and utilizes a peer group when making compensation decisions (see “Philosophy and Objectives”). The peer group data typically is considered for base salary adjustments and target equity award values and ranges, Teamshare target bonus opportunities, and total target compensation, and when considering structural changes to our executive compensation program. Our peer group consists of companies selected according to their similarity to our operations, services, revenues, markets, availability of information, and any other information the CHCM Committee deems appropriate. Such companies are likely to have executive positions comparable in breadth, complexity and scope of responsibility to ours. The peer group that was used for 2025 named executive officer compensation decisions consisted of:

  60. Use of Market Data

    | AutoZone Dollar Tree O’Reilly Auto Parts Sysco Tractor Supply | Best Buy Kroger Ross Stores Target Walgreens | CarMax Lowe’s Starbucks TJX Companies |

  61. Use of Market Data

    Pearl Meyer provides peer group data typically on an annual basis for the CEO to ensure that the CHCM Committee is aware of any significant movement in CEO compensation levels within the peer group, and every two to three years for each non-CEO named executive officer. In years when updated peer group data is not provided, the CHCM Committee applies a Pearl Meyer-recommended aging factor to the prior peer group data. For 2025, the CHCM Committee considered actual peer group data for CEO and COO compensation decisions, while all other peer group data was aged by 3.5% per year from the peer group data used for 2023 compensation decisions. The CHCM Committee considered the continued suitability of the peer group in May 2025, and after taking into account all relevant factors outlined above, the CHCM Committee modified the peer group for compensation decisions beginning in 2026 to remove Walgreens and Starbucks and to add Albertsons and BJ’s Wholesale.

  62. Process for Approval of Stock Option Awards

    Process for Approval of Stock Option Awards In March 2025, the CHCM Committee approved stock option awards to certain eligible employees (which did not include named executive officers) under our historical option grant practices. Because the CHCM Committee transitioned away from the use of stock options in favor of RSUs, this award was the only stock option award made in 2025 in order to cover eligible employees who were promoted or hired prior to that transition. The CHCM Committee reviewed the eligible employees and the proposed stock option award values at a regularly scheduled quarterly meeting and later approved the awards by unanimous written consent. This approach ensured the absence of any material, non-public information at the time the stock option awards were approved, as the awards were made at the earliest possible date after the quarterly meeting that fell either more than four business days before or more than one business day after our public disclosure of any material non-public information. We do not time the disclosure of material non-public information for the purpose of affecting the value of employee compensation.

  63. 2025 Compensation Decisions Generally

    and to increase his target short-term incentive bonus percentage opportunity to 200% of his base salary (from 150%), which further aligned his short-term pay with short-term performance, and to forego any 2025 annual equity award to Mr. Vasos, instead continuing to rely on his October 2023 stock option award to align his long-term pay with long-term performance. See “Short-Term Cash Incentive Plan” for a description of the bonus program. In lieu of our Board of Directors ratifying these compensation decisions, all Board members attended the CHCM Committee meeting called for consideration of Mr. Vasos’s 2025 compensation and provided input on such decisions. (b) March 2025 Compensation Decisions for Applicable Non-CEO Named Executive Officers For Mss. Dilts, E. Taylor and R. Taylor and Messrs. Wenkoff and Deckard, the CHCM Committee considered the base salary, short-term incentive (including target total cash compensation), and long-term incentive components, as well as total target compensation, in each case in comparison to the peer group data (see “Use of Market Data”), as well as individual performance (see “Use of Performance Evaluations”). The discussion in this “March 2025 Compensation Decisions for Applicable Non-CEO Named Executive Officers” section pertains solely to such officers. The CHCM Committee made no change to the target short-term incentive bonus percentage opportunity for any such named executive officers from the prior year’s level of 75% of base salary, which the CHCM Committee concluded remained reasonably aligned with the peer group data. See “Short-Term Cash Incentive Plan” for a description of the bonus program. Continuing its historical practice, the CHCM Committee began its determination of such named executive officers’ annual equity award values by reference to a range of values derived from the peer group data. The use of such a range is designed to achieve market alignment at the individual position level while allowing for subjective performance differentiation and sufficiently incenting and retaining such officers. To address retention concerns, the CHCM Committee expanded the upper end of this range solely for 2025. The CHCM Committee determined each such named executive officer’s actual target award value based on comparisons of his or her total direct compensation to the peer group data, as well as retention concerns and a subjective assessment of a variety of factors outlined above under “Use of Performance Evaluations.” The approved equity award target values for such named executive officers were as follows: each of Mss. Dilts, E. Taylor and R. Taylor, and Mr. Wenkoff ($5.0 million), and Mr. Deckard ($4.5 million). See “Long-Term Equity Incentive Program” for a description of the equity awards. In addition, the CHCM Committee determined base salary merit increases using the 3.0% overall U.S. merit budget increase for 2025 as a starting point and then adjusting to take into account each such officer’s 2024 performance rating, responsibilities, individual experience and contributions, time in role, relative pay position among internal peers, and retention and succession considerations (see “Use of Performance Evaluations”), as well as the peer group data, resulting in the following base salary increases: 7.84% for Ms. Dilts; 3.16% for Ms. E. Taylor; 3.73% for Ms. R. Taylor; 9.16% for Mr. Wenkoff; and 10.71% for Mr. Deckard. All such base salary increases were effective April 1, 2025. (c) 2025 Compensation Decisions for Mr. Lau On August 19, 2025, our Board of Directors appointed Mr. Lau as Executive Vice President and Chief Financial Officer, effective October 20, 2025. In anticipation of Mr. Lau’s appointment, the CHCM Committee considered his base salary, short-term incentive compensation, target total cash compensation, target fiscal 2025 long-term incentive compensation value, and target total direct compensation versus both the peer group data and Ms. Dilts’s 2025 annualized compensation, as well as the desire to induce Mr. Lau to forfeit certain existing and potential compensation at his then-current employer and to equally divide his proposed fiscal 2025 long-term incentive compensation between time-based and performance-based equity awards. After considering these factors, the CHCM Committee approved for Mr. Lau: (i) annual base salary of $800,000; (ii) participation in Teamshare with a bonus percentage opportunity of 75% of his base salary (which is consistent with the percentage used for our other executive vice presidents), prorated for his portion of the year employed by the Company; (iii) a 2025 long-term incentive compensation target value of $5.0 million, with $2.5 million to be delivered in a special inducement RSU award vesting 50% on each of the second and third anniversaries of the grant date, $1.25 million to be delivered in RSUs vesting ratably on each of the first three anniversaries of the grant date, and $1.25 million to be delivered in PSUs earned solely if the Company achieves the 3-year adjusted ROIC performance goal for the 2025 through 2027 performance period previously established by the CHCM Committee in March 2025, in each case subject to his continued employment with us and certain accelerated vesting provisions; and (iv) a one-time cash signing bonus of $900,000, paid in a lump sum and repayable to the Company if he voluntarily leaves the Company within two years of his hire date. See “Short-Term Cash Incentive Plan” for a description of Teamshare. See “Long-Term Equity Incentive Program” for a description of the PSUs earned based upon 3-year adjusted ROIC performance. (d) 2025 COO Promotion Compensation Decisions for Ms. E. Taylor On November 12, 2025, our Board of Directors promoted Ms. E. Taylor to Chief Operating Officer, effective November 16, 2025. In connection with her promotion, after considering the peer group data, the average compensation of all of our executive vice president roles, Mr. Lau’s current compensation upon his recent hire, and the compensation of our last COO in 2022, the CHCM Committee approved the following promotion compensation for Ms. E Taylor: (i) base salary increase from $850,000 to $950,000; (ii) increase in her target

  64. Short-Term Cash Incentive Plan

    Short-Term Cash Incentive Plan Our short-term cash incentive plan, called Teamshare, provides an opportunity to receive a cash bonus payment equal to a certain percentage of base salary based upon Dollar General’s level of achievement of one or more pre-established performance targets. Accordingly, Teamshare fulfills an important part of our pay for performance philosophy while aligning the interests of our named executive officers and our shareholders. (a) 2025 Teamshare Structure The CHCM Committee selected three performance measures for 2025 Teamshare: (1) adjusted EBIT weighted at 70%; (2) net sales weighted at 20%; and (3) a strategic objective weighted at 10% tied to our Project Elevate store remodeling program launched in 2025. Adjusted EBIT, as a comprehensive measure of corporate performance that aligns with our shareholders’ interests and ensures that management is focused on leveraging and reinforcing our position as a low-cost operator, has been used in Teamshare since 2013, and net sales, in light of the importance of revenue growth in our valuation, was incorporated into Teamshare beginning in 2024. After taking into account shareholder feedback and peer group data, the CHCM Committee added the strategic objective component to 2025 Teamshare to create a more balanced and resilient incentive structure given continued economic uncertainty and volatility, and to further differentiate the metrics used in the short-term and long-term incentive programs. For purposes of 2025 Teamshare, adjusted EBIT is defined as our operating profit calculated in accordance with U.S. generally accepted accounting principles, but excluding the impact of any (1) costs, fees and expenses directly related to the consideration, negotiation, preparation, or consummation of any transaction that results in a change in control (within the meaning of the Dollar General Corporation 2021 Stock Incentive Plan) or to any securities offering; (2) disaster-related charges; (3) LIFO provision or LIFO benefit, provided the impact exclusion shall be limited to 3% of fiscal year-end consolidated inventory balance; and (4) unless the CHCM Committee disallows any such item, (A) unusual unplanned item or event which individually exceeds $30 million; (B) unbudgeted loss which individually exceeds $1 million as a result of the resolution of a legal matter; (C) unplanned loss or gain which individually exceeds $1 million related to the implementation of accounting or tax legislative changes or changes in federal, state or local wage or benefit mandates; and (D) unplanned loss or gain of a non-recurring nature which individually exceeds $1 million, provided that the combined amount of (4)(B), (C) and (D) equals or exceeds loss(es) or gain(s) of $10 million. For purposes of 2025 Teamshare, net sales is defined as our net sales calculated in accordance with U.S. generally accepted accounting principles. For Teamshare, the CHCM Committee selects and sets targets for performance measures, then establishes threshold and maximum levels of performance in relation to those targets. The CHCM Committee set the 2025 adjusted EBIT performance goal at $1.891 billion, and the 2025 net sales performance goal at $42.229 billion, each of which corresponded to the respective target amount in our Board-approved 2025 annual financial plan. For 2025, the CHCM Committee established threshold (below which no bonus may be earned) and maximum (above which no further bonus may be earned) performance levels for the adjusted EBIT and net sales performance measures. The threshold and maximum performance levels were 90% and 110% of the adjusted EBIT target level, respectively, with corresponding payout percentages at the threshold and maximum of 50% and 200%, respectively. The CHCM Committee believed these performance and payout slopes, which returned to the historical practice of a performance threshold of 90% instead of 100%, were consistent with peer group practices, appropriately aligned

  65. Short-Term Cash Incentive Plan

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  66. Short-Term Cash Incentive Plan

    pay and performance, and made Teamshare more resilient to changing circumstances. The threshold and maximum performance levels were 98.4% and 101.9% of the net sales target level, respectively, with corresponding payout percentages at the threshold and maximum of 50% and 200%, respectively, which the CHCM Committee believed were consistent with historical practice and peer group practices and appropriately aligned pay and performance. Consistent with the historical structure of Teamshare, payouts for adjusted EBIT and net sales financial performance are based on actual performance results and are interpolated on a straight-line basis between the threshold and target levels and between the target and maximum levels. The CHCM Committee set the 2025 strategic objective performance target at 2,250 Project Elevate store remodel completions, which corresponds to the 2025 real estate plan approved by our Board, and the threshold performance level at 90% of this target. If the Company completed the target number of Project Elevate remodels, performance between target and maximum was based on the level of net sales lift achieved on the Project Elevate store remodels, which ranged from greater than 3.0% and up to 5.0%. The corresponding payout percentages at the threshold and maximum performance levels were calculated at 50% and 200%, respectively, which were consistent with the performance and payout slopes of adjusted EBIT and net sales and appropriately aligned pay and performance. Consistent with the historical structure of Teamshare, payouts for the strategic objective performance are interpolated on a straight-line basis between the threshold and target levels, and between the target and maximum levels. The net sales lift associated with Project Elevate is defined as (1) the change in Net Weekly Retail Sales for stores remodeled under Project Elevate for fiscal year 2025 from immediately prior to the start of remodel to post completion of remodel, as compared to (2) the change in Control Stores Net Weekly Retail Sales for the same period, except that stores will be excluded from measurement completely if they fall outside of 95% significance from the mean, and stores will be partially excluded from an appropriate period of time for disruptions lasting more than two operating days due to unforeseen events including, but not limited to, hurricane, snow, or major flooding; Net Weekly Retail Sales is defined as net weekly retail sales for the applicable stores calculated in accordance with U.S. generally accepted accounting principles; Control Stores is defined as a similar group of benchmark stores not being impacted by Project Elevate; and Control Store Net Weekly Retail Sales is defined as net weekly retail sales for the applicable Control Stores calculated in accordance with U.S. generally accepted accounting principles. The Teamshare bonus payable to each named executive officer employed with us on the payment date upon achieving the target level of performance is equal to the officer’s applicable percentage of base salary (prorated for the portion of the year employed in a position or positions, as applicable), unless the CHCM Committee elects to consider performance or other factors as allowed under the program as described above under “Use of Performance Evaluations.” (b) 2025 Teamshare Results The CHCM Committee certified the adjusted EBIT performance result at $2.487 billion (131.5% of the adjusted EBIT target), the net sales performance result at $42.724 billion (101.2% of the net sales target) and the strategic objective result at 2,254 Project Elevate remodel completions (100.0% of the strategic objective target, with a net sales lift, calculated on a non-annualized basis, below the 3.0% minimum required to achieve any additional payment), which resulted in a 2025 Teamshare payout to each currently-employed named executive officer of 182.4% of his or her target Teamshare bonus percentage opportunity.

  67. Long-Term Equity Incentive Program

    Long-Term Equity Incentive Program Long-term equity incentives are an important part of our pay for performance philosophy and are designed to motivate named executive officers to focus on long-term success for shareholders while rewarding them for a long-term commitment to us. (a) 2025 Annual Equity Award Structure Annual equity awards to our non-CEO named executive officers in 2025 were made under our shareholder-approved Dollar General Corporation 2021 Stock Incentive Plan. After consideration of retention factors, peer group market data, shareholder feedback, and proxy advisory firm policies, the CHCM Committee determined to deliver these annual equity awards to all such named executive officers 50% in RSUs and 50% in PSUs. The RSUs vest 331∕3% annually on April 1 of each of the first three fiscal years following the fiscal year in which the grant is made, subject to continued employment with us and certain accelerated vesting provisions. All vested RSUs will be settled in shares of our common stock on a one-for-one basis. The PSUs can be earned if specified financial performance goals are achieved during the applicable performance periods and if certain additional vesting requirements are met as discussed more specifically below. For PSUs, the CHCM Committee selects and sets targets for financial performance measures, then establishes threshold and maximum levels of performance in relation to those targets. The number of PSUs earned, if any, depends on the level of financial performance achieved versus such targets. The CHCM Committee selected adjusted EBITDA and adjusted ROIC as the financial performance measures for the 2025 PSUs. Half of the award is subject to adjusted EBITDA performance and half of the award is subject to adjusted ROIC performance (however, because Mr. Lau joined the Company at the end of our 2025 fiscal year 3rd quarter, his entire PSU award is subject to the 3-year adjusted ROIC performance). The CHCM Committee believes that these financial measures and the mix between them ensure that management is focused on longer-term investments in our

  68. Long-Term Equity Incentive Program

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  69. Long-Term Equity Incentive Program

    business, as the combination of the two financial targets incentivizes management to invest in profitable initiatives with sound returns, thus aligning our strategic initiatives with financial results. For the 2025 PSU awards, a one-year performance period corresponding to our 2025 fiscal year was established for the PSUs which are subject to the adjusted EBITDA performance measure. The adjusted EBITDA performance goal of approximately $2.964 billion was the target amount set forth in our Board-approved 2025 annual financial plan. To focus on multi-year performance as a counterbalance to short-term incentives, 50% of the PSUs are subject to a three-year adjusted ROIC performance measure. The adjusted ROIC performance period begins the first day of our 2025 fiscal year and extends through the last day of our 2027 fiscal year. The adjusted ROIC performance goal is the average of the adjusted ROIC goals for each fiscal year within the performance period as set forth in our three-year financial plan as it existed at the time the PSUs were awarded. For 2025, the threshold (below which no PSUs may be earned) and maximum (above which no further PSUs may be earned) performance levels for the adjusted EBITDA performance measure were 90% and 110% of the target level, respectively, and the corresponding payout percentages at the threshold and maximum performance level were calculated at 50% and 200%, respectively. The CHCM Committee believed these performance and payout slopes, which returned to the historical practice of a performance threshold of 90% instead of 100%, were consistent with the peer group practices, appropriately aligned pay and performance, and made the long-term incentive program more resilient to changing circumstances. Consistent with the prior year’s practice, the threshold and maximum performance levels are 94.4% and 102.8% of the adjusted ROIC target level, respectively, with corresponding payout percentages at the threshold and maximum of 50% and 200%, respectively, which the CHCM Committee believes is consistent with peer group practices and appropriately aligns pay and performance. Payouts for financial performance are based on actual performance results. Adjusted EBITDA is calculated as income (loss) from continuing operations before cumulative effect of change in accounting principles plus interest and other financing costs, net, provision for income taxes, and depreciation and amortization, but excluding the impact of all items excluded from 2025 Teamshare adjusted EBIT calculation outlined under “2025 Teamshare Structure” above. Adjusted ROIC for the three-year performance period is calculated as (1) the result of (A) the sum of (i) our operating income, plus (ii) depreciation and amortization, plus (iii) single lease cost, minus (B) taxes, divided by (2) the result of (A) the sum of the averages of the five most recently completed fiscal quarters of: (i) total assets, plus (ii) accumulated depreciation and amortization, minus (B) the difference of the averages of the five most recently completed fiscal quarters of: (i) cash, minus (ii) goodwill, minus (iii) accounts payable, minus (iv) other payables, minus (v) accrued liabilities, but excluding the impact of all items excluded from the 2025 Teamshare adjusted EBIT calculation outlined under “2025 Teamshare Structure” above. The following tables show the amount (as a percent of target) of PSUs that could be earned at each of the threshold, target, and maximum performance levels for each applicable performance period, as well as the 2025 adjusted EBITDA performance result and the resulting number of PSUs earned by each eligible named executive officer as a result of such performance.

  70. Long-Term Equity Incentive Program

    | | Adjusted EBITDA (2025) | | | | Level* | Result v. Target (%) | Actual Result ($) (in billions) | PSUs Earned (% of Target) | | Below Threshold | <90 | <2.668 | 0 | | Threshold | 90 | 2.668 | 50 | | Target | 100 | 2.964 | 100 | | Maximum | 110 | 3.261 | 200 | | 2025 Results | 118.9 | 3.524 | 200 |

  71. Long-Term Equity Incentive Program

    * PSUs earned for performance between threshold, target and maximum levels are interpolated on a straight-line basis.

  72. Long-Term Equity Incentive Program

    | Name | 2025 PSUs Earned (Adjusted EBITDA) | | Ms. E. Taylor | 34,028 | | Ms. R. Taylor | 34,028 | | Mr. Wenkoff | 34,028 |

  73. Long-Term Equity Incentive Program

    Mr. Vasos did not receive a 2025 annual PSU award. As discussed above, Mr. Lau’s 2025 annual PSU award does not include the Adjusted EBITDA performance measure. Ms. Dilts and Mr. Deckard forfeited the 2025 PSUs as a result of their employment separations from Dollar General.

  74. Long-Term Equity Incentive Program

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  75. Long-Term Equity Incentive Program

    | | Adjusted ROIC (2025-2027) | | | | Level* | Result v. Target (%) | Actual Result (%) | PSUs Earned (% of Target) | | Below Threshold | <94.4 | <17.01 | 0 | | Threshold | 94.4 | 17.01 | 50 | | Target | 100.0 | 18.01 | 100 | | Maximum | 102.8 | 18.51 | 200 |

  76. Long-Term Equity Incentive Program

    * PSUs earned for performance between threshold, target, and maximum levels are interpolated on a straight-line basis. The PSUs earned by each eligible named executive officer for fiscal 2025 adjusted EBITDA performance will vest in equal one-third installments on April 1, 2026, April 1, 2027 and April 1, 2028, subject to such officer’s continued employment with us and certain accelerated vesting provisions. Subject to certain pro-rata vesting conditions, the PSUs earned, if any, for adjusted ROIC performance during the three-year performance period will vest on April 1, 2028, subject to the applicable officer’s continued employment with us and certain accelerated vesting provisions. All vested PSUs will be settled in shares of our common stock on a one-for-one basis. (b) 2023 PSU Awards—Completed 2023-2025 Performance Period Certain of the PSUs awarded in 2023 to each non-CEO named executive officer were subject to an adjusted ROIC performance measure for a three-year performance period beginning on the first day of our 2023 fiscal year and extending through the last day of our 2025 fiscal year, based on the average adjusted ROIC for each fiscal year within the three-year period. The average adjusted ROIC was derived from our three-year financial plan in place at the time of the award and is calculated in the same manner as adjusted ROIC for the 2025-2027 performance period. The following table shows the amount (as a percent of target) of such PSUs that could be earned at each of the applicable threshold, target and maximum performance levels, as well as the actual performance result, which was below the threshold required to earn any of the PSUs subject to the adjusted ROIC performance measure.

  77. Long-Term Equity Incentive Program

    | | Adjusted ROIC (2023-2025) | | | | Level* | Result v. Target (%) | Actual Result (%) | PSUs Earned (% of Target) | | Below Threshold | <95.4 | <20.59 | 0 | | Threshold | 95.4 | 20.59 | 50 | | Target | 100.0 | 21.59 | 100 | | Maximum | 104.6 | 22.59 | 300 | | 2023-2025 Results | 85.1 | 18.38 | 0 |

  78. Long-Term Equity Incentive Program

    * PSUs earned for performance between threshold, target, and maximum levels are interpolated on a straight-line basis. (c) Share Ownership Guidelines and Holding Requirements Our senior officers, including our named executive officers, are subject to share ownership guidelines and holding requirements. The share ownership guideline is a multiple of annual base salary as in effect from time to time and is to be achieved within a five-year time period.

  79. Long-Term Equity Incentive Program

    | Officer Level | Multiple of Base Salary | | CEO | 6X | | COO | 4X | | EVP | 3X | | SVP | 2X |

  80. Long-Term Equity Incentive Program

    Each senior officer is required to retain ownership of 50% of all net after-tax shares issuable upon vesting or exercise of compensatory awards until the target ownership level is achieved. As of January 30, 2026, each of our currently-employed named executive officers was in compliance with our share ownership and holding requirement policy. (d) Hedging and Pledging Policies Our policy prohibits Board members, officers, and all other individuals subject to the trading preclearance requirements outlined in our Insider Trading Policy, as well as their Controlled Persons, from (1) pledging Dollar General securities as collateral; (2) holding Dollar General securities in a margin account; and (3) purchasing financial instruments or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, against any decrease in the market value of Dollar General securities granted to them as part of their compensation or held by them, such as entering into or trading prepaid variable forward contracts, equity swaps, collars, puts, calls, options, exchange funds (also known as swap funds) or other derivative instruments related to Dollar General equity securities. All other employees and contingent workers, as well as their Controlled Persons, are strongly discouraged from entering into these types of transactions. Controlled Persons include the officer’s, Board member’s or employee’s respective spouses; immediate family members sharing their home or that are financially dependent on them; any

  81. Long-Term Equity Incentive Program

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  82. Long-Term Equity Incentive Program

    person living in their home; and any person, entity or trust whose transactions in Dollar General securities they direct, influence or control.

  83. Certain Fiscal Year 2026 Actions

    Certain Fiscal Year 2026 Actions As previously disclosed, on March 20, 2026, our Board of Directors approved the appointment of Jerry W. “JJ” Fleeman, Jr. to succeed Mr. Vasos as CEO, expected to be effective January 1, 2027 (the “Transition Date”). From the Transition Date through April 2, 2027 (the “Separation Date”), Mr. Vasos will serve as Senior Advisor reporting to the Chairman of the Board. In connection with the transition, we entered into a Transition Agreement with Mr. Vasos that supersedes his prior employment agreement with us and modifies certain vesting and exercisability conditions of the 2023 Rehire Options (as defined under “Potential Payments Upon Termination or Change in Control”). In addition, to further incent performance during the transition, Mr. Vasos is participating in the 2026 annual equity awards program applicable to other executive officers (substantially similar to the 2025 annual equity awards program discussed under “Long-Term Equity Incentive Program”) and was granted RSUs and PSUs on March 26, 2026, with a nominal value of approximately $12 million that are subject to time-vesting and, in part with respect to the PSUs, performance-vesting criteria. The Transition Agreement will become void if a new CEO does not begin employment with us by January 2, 2027 (in which case our prior employment agreement with Mr. Vasos and the 2023 Rehire Options will again be in effect on their prior terms), absent any further agreement between the Company and Mr. Vasos. While serving as CEO and then as Senior Advisor, Mr. Vasos will: continue to receive his current base salary; remain eligible for a 2026 Teamshare bonus payment at the same target percentage of base salary as 2025 and subject to satisfaction of performance criteria and other Teamshare terms established by the CHCM Committee; remain eligible for his personal travel reimbursement benefit through the end of calendar year 2026 consistent with the arrangement that had been set forth in his prior employment agreement; and maintain health and welfare benefits. If Mr. Vasos’s employment with us terminates either on the Separation Date (other than by the Company with cause) or an earlier date due to a termination without cause, subject to execution and non-revocation of a general release of claims and compliance with restrictive covenants, Mr. Vasos will receive any earned but unpaid 2026 Teamshare bonus payment. Further, upon a termination without cause before the Transition Date, consistent with his prior employment

  84. Certain Fiscal Year 2026 Actions

    agreement, Mr. Vasos also will receive salary continuation for 24 months, a lump sum payment equal to two times his target 2026 Teamshare bonus, and a lump sum payment equal to two times the annual contribution that we would have made in respect of 2026 for his participation in our health benefits programs. Consistent in principle with the successor CEO appointment termination terms described under “Potential Payments Upon Termination or Change in Control,” the 2023 Rehire Options will become 100% vested and exercisable on the earliest of: (a) October 12, 2027; (b) if we terminate Mr. Vasos’s employment other than for cause prior to October 12, 2027, or if his employment terminates on the Separation Date other than for cause, the first anniversary of the earlier of the Transition Date or the date of his termination without cause; (c) if Mr. Vasos’s employment terminates due to death or a disability termination, the date of his death or disability termination; and (d) if Mr. Vasos’s employment terminates due to a qualifying termination in connection with a change in control, the date of the qualifying termination. Once vested and to the extent remaining outstanding, the 2023 Rehire Options will remain exercisable until: (x) five years following his termination by us without cause after the Transition Date (other than due to a disability termination or due to a qualifying termination in connection with a change in control) or, if Mr. Vasos remains employed until the Separation Date, five years following the termination of his employment on the Separation Date; (y) one year following termination due to death or a disability termination; or (z) three years following a qualifying termination in connection with a change in control; but in no event later than October 17, 2033. If Mr. Vasos resigns prior to the Separation Date or is terminated for cause, the 2023 Rehire Options will be forfeited and cancelled in full for no consideration. Mr. Vasos must hold any shares he acquires upon exercise of any portion of the 2023 Rehire Options until at least October 12, 2027 (except shares withheld to pay any exercise price or to satisfy tax withholding obligations or shares acquired after his death, disability termination or qualifying termination in connection with a change in control).

  85. Summary Compensation Table

    Summary Compensation Table The following table summarizes compensation paid to or earned by our named executive officers in each of the 2025, 2024 and 2023 fiscal years. We have omitted from this table the column for “Change in Pension Value and Nonqualified Deferred Compensation Earnings” because it is inapplicable.

  86. Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Option Awards ($)(5) | Non-Equity Incentive Plan Compensation ($)(6) | All Other Compensation ($)(7) | Total ($) | | Todd J. Vasos, Chief Executive Officer | 2025 | 1,608,395 | — | — | — | 6,020,167 | 534,635 | 8,163,197 | | | 2024 | 1,400,054 | — | — | — | 214,849 | 537,454 | 2,152,357 | | | 2023 | 652,461 | — | — | 7,952,550 | — | 375,106 | 8,980,117 | | Donny H. Lau, Executive Vice President & Chief Financial Officer | 2025 | 230,777 | 900,000 | 6,107,125 | — | 309,729 | 18,709 | 7,566,340 | | Kelly M. Dilts, Former Executive Vice President & Chief Financial Officer | 2025 | 465,450 | — | 5,619,899 | — | — | 40,524 | 6,125,873 | | | 2024 | 762,529 | — | 965,509 | 992,754 | 58,700 | 62,189 | 2,841,681 | | | 2023 | 727,261 | — | 275,980 | 898,569 | — | 63,390 | 1,965,200 | | Emily C. Taylor, Chief Operating Officer | 2025 | 866,533 | — | 5,874,901 | — | 1,282,017 | 118,368 | 8,141,819 | | | 2024 | 820,029 | — | 1,103,527 | 1,134,570 | 63,227 | 104,437 | 3,225,790 | | | 2023 | 769,537 | — | 919,726 | 867,222 | — | 139,007 | 2,695,492 | | Rhonda M. Taylor, Executive Vice President & General Counsel | 2025 | 769,991 | — | 5,619,899 | — | 1,059,828 | 155,877 | 7,605,595 | | | 2024 | 743,154 | — | 1,103,527 | 1,134,570 | 57,299 | 107,737 | 3,146,287 | | | 2023 | 712,704 | — | 919,726 | 867,222 | — | 134,203 | 2,633,855 | | Carman R. Wenkoff, Executive Vice President & Chief Information Officer | 2025 | 764,195 | — | 5,619,899 | — | 1,060,370 | 73,794 | 7,518,258 | | | 2024 | 707,702 | — | 965,509 | 992,754 | 54,479 | 60,526 | 2,780,970 | | | 2023 | 692,588 | — | 781,736 | 737,157 | — | 62,749 | 2,274,230 | | Steven R. Deckard, Former Executive Vice President, Strategy & Development | 2025 | 601,065 | — | 5,058,025 | — | — | 2,030,269 | 7,689,359 | | | 2024 | 695,860 | — | 965,509 | 992,754 | 53,712 | 112,300 | 2,820,135 |

  87. Summary Compensation Table

    (1) Mr. Vasos resumed his position as Chief Executive Officer in October 2023 after serving as Chief Executive Officer from June 2015 until November 2022 and then as Senior Advisor until his retirement in April 2023. Mr. Lau joined Dollar General in October 2025. Ms. Dilts’s employment with us terminated in August 2025. Ms. E. Taylor served as Executive Vice President & Chief Merchandising Officer from September 2020 until her promotion to Chief Operating Officer in November 2025. Mr. Deckard was not a named executive officer for 2023, served as Executive Vice President, Store Operations & Development in 2024 and served as Executive Vice President, Strategy & Development, from February 2025 until his employment with us terminated in November 2025. (2) Each named executive officer other than Ms. E. Taylor deferred under the CDP a portion of salary earned in each of the fiscal years for which salaries are reported above for such officer, except that Mr. Deckard did not defer any portion of 2025 salary. Each named executive officer contributed to our 401(k) Plan a portion of salary earned in each of the fiscal years for which salaries are reported above for such officer. The amounts of the fiscal 2025 salary deferrals under the CDP are included in the applicable Nonqualified Deferred Compensation Table. (3) Represents a signing bonus received by Mr. Lau in connection with the commencement of his employment in 2025. The signing bonus is repayable in full if Mr. Lau voluntarily leaves the Company’s employ before the second anniversary of his hire date. (4) The amounts reported represent the aggregate grant date fair value of PSUs and RSUs awarded, as applicable, in each fiscal year for which compensation is required to be reported in the table for each named executive officer, in each case computed in accordance with FASB ASC Topic 718. The PSUs are subject to performance conditions, and the reported value at the grant date is based upon the probable outcome of such conditions on such date. The values of the PSUs at the grant date assuming that the highest level of performance conditions will be achieved are as follows for each fiscal year required to be reported for each applicable named executive officer:

  88. Summary Compensation Table

    | Fiscal Year | Mr. Vasos ($) | Mr. Lau ($) | Ms. Dilts ($) | Ms. E. Taylor ($) | Ms. R. Taylor ($) | Mr. Wenkoff ($) | Mr. Deckard ($) | | 2025 | — | 3,053,562 | 5,619,899 | 5,619,899 | 5,619,899 | 5,619,899 | 5,058,025 | | 2024 | — | — | 1,931,018 | 2,207,054 | 2,207,054 | 1,931,018 | 1,931,018 | | 2023 | — | — | 413,971 | 2,759,179 | 2,759,179 | 2,345,209 | — |

  89. Summary Compensation Table

    Information regarding the assumptions made in the valuation of these awards is set forth in Note 9 of the annual consolidated financial statements in our 2025 Form 10-K. The amounts reported represent the aggregate grant date fair value of stock options awarded in each fiscal year for which compensation is required to be reported in the table for each named executive officer, in each case computed in accordance with FASB ASC Topic 718. Information regarding assumptions made in the valuation of these awards is set forth in Note 9 of the annual consolidated financial statements in our 2025 Form 10-K.

  90. Summary Compensation Table

    | | 2026 Proxy Statement | 33 |

  91. Summary Compensation Table

    Represents amounts, if any, earned pursuant to our Teamshare bonus program for each fiscal year for which compensation is required to be reported in the table for each named executive officer. See the discussion of the “Short-Term Cash Incentive Plan” in “Compensation Discussion and Analysis” above. Mr. Wenkoff deferred under the CDP 10% of his fiscal 2025 Teamshare bonus payment and 15% of his 2024 Teamshare bonus payment reported above. (7) Includes the following amounts for each named executive officer for fiscal 2025:

  92. Summary Compensation Table

    | Name | Company Match Contributions – 401(k) ($) | Company Match Contributions – CDP ($) | Company Contributions – SERP ($) | Premiums for Life Insurance Program ($) | Payments/ Accruals in Connection with Termination ($)(a) | Aggregate Incremental Cost of Providing Perquisites/Personal Benefits ($)(b) | | Mr. Vasos | 18,229 | 61,878 | — | 4,224 | — | 450,304 | | Mr. Lau | 3,167 | — | — | 444 | — | 15,098 | | Ms. Dilts | 14,472 | 8,960 | — | 1,225 | — | 15,867 | | Ms. E. Taylor | 18,025 | — | 68,944 | 2,287 | — | 29,112 | | Ms. R. Taylor | 17,610 | 20,884 | 98,996 | 2,034 | — | 16,353 | | Mr. Wenkoff | 17,892 | 20,439 | — | 2,019 | — | 33,444 | | Mr. Deckard | 12,292 | — | — | 1,570 | 2,000,000 | 16,407 |

  93. Summary Compensation Table

    (a) Represents amounts paid or accrued for fiscal 2025 in connection with such officer’s employment termination. See also “Potential Payments Upon Termination or Change in Control.” None of the named executive officers received any perquisite or personal benefit for which the aggregate incremental cost individually equaled or exceeded the greater of $25,000 or 10% of total perquisites except for Mr. Vasos, for whom the aggregate incremental cost of personal travel totaled $426,961, which was calculated by adding invoiced expenses reimbursed to Mr. Vasos for private chartered airplanes and ground transportation ($355,176), plus the costs incurred for the use of our corporate airplane (including any “deadhead” legs) that we would not have incurred but for his personal usage ($71,785), including fuel costs, variable maintenance costs, crew expenses, landing, parking and other associated fees, supplies, and meal and catering costs. The aggregate incremental cost of providing other perquisites and personal benefits to each listed officer related to: financial and estate planning services (other than Ms. R. Taylor); residential security assessments and/or services (other than Mr. Deckard); one or more directed charitable donations (solely for Mr. Lau and Ms. R Taylor); miscellaneous gifts and entertainment costs (other than Ms. Dilts); premiums paid under our group long-term disability program and our accidental death and dismemberment policy, and an administrative fee for coverage under our short-term disability program. We also offer each named executive officer certain perquisites and personal benefits at no aggregate incremental cost to Dollar General, including access, at his or her option, to participation in a group umbrella liability insurance program through a third party insurer at a group rate paid by the executive and coverage under our business travel accident insurance for which Dollar General pays a flat fee for the eligible employee population. Ms. R. Taylor is also provided an individual disability insurance policy to supplement the Company-paid group long-term disability plan, at a premium paid by her and for which Dollar General incurs no incremental cost.

  94. Summary Compensation Table

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  95. Grants of Plan-Based Awards in Fiscal 2025

    Grants of Plan-Based Awards in Fiscal 2025 The table below shows under “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” the threshold, target and maximum amounts which each named executive officer could have earned under our 2025 Teamshare program based upon the level of achievement of the applicable performance measures. Actual amounts earned under our 2025 Teamshare program are shown in the Summary Compensation Table and represent payment between the target and maximum levels. See “2025 Compensation Decisions Generally” and “Short-Term Cash Incentive Plan” in “Compensation Discussion and Analysis” for further discussion of our 2025 Teamshare program. The table below also shows information regarding equity awards made to our named executive officers for 2025, all of which were granted pursuant to our 2021 Stock Incentive Plan. Mr. Vasos did not receive an equity award for 2025. The awards listed under “Estimated Future Payouts Under Equity Incentive Plan Awards” include the threshold, target and maximum number of PSUs which could be earned by each applicable named executive officer based upon the level of achievement of the applicable performance measures. The awards listed under “All Other Stock Awards” represent RSUs payable in shares of common stock on a one-for-one basis that vest over time. See “2025 Compensation Decisions Generally” and “Long-Term Equity Incentive Program” in “Compensation Discussion and Analysis” for further discussion of these awards. All equity awards included in the table, to the extent they have not vested, are subject to certain accelerated vesting provisions as described in “Potential Payments Upon Termination or Change in Control.” We have omitted the columns for “All Other Option Awards” and “Exercise or Base Price of Option Awards” because they are inapplicable.

  96. Grants of Plan-Based Awards in Fiscal 2025

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mr. Vasos | — | 1,650,000 | 3,300,000 | 6,600,000 | — | — | — | — | — | | Mr. Lau | — | 84,890 | 169,780 | 339,560 | — | — | — | — | — | | | 12/08/2025 | — | — | — | 6,143 | 12,286 | 24,572 | — | 1,526,781 | | | 12/08/2025 | — | — | — | — | — | — | 12,286 | 1,526,781 | | | 12/08/2025 | — | — | — | — | — | — | 24,572 | 3,053,562 | | Ms. Dilts | — | 309,375 | 618,750 | 1,237,500 | — | — | — | — | — | | | 03/25/2025 | — | — | — | 17,014 | 34,027 | 68,054 | — | 2,809,950 | | | 03/25/2025 | — | — | — | — | — | — | 34,027 | 2,809,950 | | Ms. E. Taylor | — | 351,374 | 702,747 | 1,405,495 | — | — | — | — | — | | | 03/25/2025 | — | — | — | 17,014 | 34,027 | 68,054 | — | 2,809,950 | | | 03/25/2025 | — | — | — | — | — | — | 34,027 | 2,809,950 | | | 12/08/2025 | — | — | — | — | — | — | 2,052 | 255,002 | | Ms. R. Taylor | — | 290,477 | 580,953 | 1,161,906 | — | — | — | — | — | | | 03/25/2025 | — | — | — | 17,014 | 34,027 | 68,054 | — | 2,809,950 | | | 03/25/2025 | — | — | — | — | — | — | 34,027 | 2,809,950 | | Mr. Wenkoff | — | 290,625 | 581,250 | 1,162,500 | — | — | — | — | — | | | 03/25/2025 | — | — | — | 17,014 | 34,027 | 68,054 | — | 2,809,950 | | | 03/25/2025 | — | — | — | — | — | — | 34,027 | 2,809,950 | | Mr. Deckard | — | 290,625 | 581,250 | 1,162,500 | — | — | — | — | — | | | 03/25/2025 | — | — | — | 15,313 | 30,625 | 61,250 | — | 2,529,013 | | | 03/25/2025 | — | — | — | — | — | — | 30,625 | 2,529,013 |

  97. Grants of Plan-Based Awards in Fiscal 2025

    Represents the aggregate grant date fair value of each equity award, computed in accordance with FASB ASC Topic 718. For equity awards that are subject to performance conditions, the value at the grant date is based upon the probable outcome of such conditions.

  98. Grants of Plan-Based Awards in Fiscal 2025

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  99. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The table below sets forth information regarding awards held by our named executive officers as of the end of fiscal 2025 that were granted under our Amended and Restated 2007 Stock Incentive Plan (for awards granted prior to May 26, 2021) and under our 2021 Stock Incentive Plan (for awards granted on or after May 26, 2021). We have omitted from this table the column for “Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options” because it is inapplicable. All awards included in the table, to the extent they have not vested, are subject to certain accelerated vesting provisions as described in “Potential Payments Upon Termination or Change in Control” or “Certain Fiscal Year 2026 Actions” in “Compensation Discussion and Analysis.” PSUs and RSUs reported in the table are payable in shares of our common stock on a one-for-one basis.

  100. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Mr. Vasos | 03/17/2020 | 66,860(2) | — | 154.53 | 04/01/2028 | — | — | — | — | | | 03/16/2021 | 92,232(3) | — | 193.55 | 04/01/2028 | — | — | — | — | | | 03/15/2022 | 62,310(4) | — | 214.25 | 04/01/2028 | — | — | — | — | | | 10/17/2023 | — | 250,000(5) | 117.33 | 10/17/2033 | — | — | — | — | | Mr. Lau | 12/08/2025 | — | — | — | — | — | — | 24,572(6) | 3,524,362 | | | 12/08/2025 | — | — | — | — | 12,286(7) | 1,762,181 | — | — | | | 12/08/2025 | — | — | — | — | 24,572(8) | 3,524,362 | — | — | | Ms. Dilts | — | — | — | — | — | — | — | — | — | | Ms. E. Taylor | 03/22/2017 | 4,508(9) | — | 70.68 | 03/22/2027 | — | — | — | — | | | 03/21/2018 | 6,583(9) | — | 92.98 | 03/21/2028 | — | — | — | — | | | 03/20/2019 | 5,617(9) | — | 117.13 | 03/20/2029 | — | — | — | — | | | 03/17/2020 | 7,429(9) | — | 154.53 | 03/17/2030 | — | — | — | — | | | 12/01/2020 | 3,659(10) | — | 219.84 | 12/01/2030 | — | — | — | — | | | 03/16/2021 | 15,047(9) | — | 193.55 | 03/16/2031 | — | — | — | — | | | 03/15/2022 | 14,955(9) | 4,984(9) | 214.25 | 03/15/2032 | — | — | — | — | | | 03/28/2023 | 8,015(9) | 8,014(9) | 208.13 | 03/28/2033 | — | — | — | — | | | 03/27/2024 | 6,505(9) | 19,512(9) | 154.21 | 03/27/2034 | — | — | — | — | | | 03/27/2024 | — | — | — | — | — | — | 3,578(11) | 513,193 | | | 03/25/2025 | — | — | — | — | 34,028(12) | 4,880,636 | 34,026(6) | 4,880,349 | | | 03/25/2025 | — | — | — | — | 34,027(13) | 4,880,493 | — | — | | | 12/08/2025 | — | — | — | — | 2,052(7) | 294,318 | — | — | | Ms. R. Taylor | 03/20/2019 | 5,617(9) | — | 117.13 | 03/20/2029 | — | — | — | — | | | 03/17/2020 | 22,287(9) | — | 154.53 | 03/17/2030 | — | — | — | — | | | 03/16/2021 | 18,519(9) | — | 193.55 | 03/16/2031 | — | — | — | — | | | 03/15/2022 | 14,955(9) | 4,984(9) | 214.25 | 03/15/2032 | — | — | — | — | | | 03/28/2023 | 8,015(9) | 8,014(9) | 208.13 | 03/28/2033 | — | — | — | — | | | 03/27/2024 | 6,505(9) | 19,512(9) | 154.21 | 03/27/2034 | — | — | — | — | | | 03/27/2024 | — | — | — | — | — | — | 3,578(11) | 513,193 | | | 03/25/2025 | — | — | — | — | 34,028(12) | 4,880,636 | 34,026(6) | 4,880,349 | | | 03/25/2025 | — | — | — | — | 34,027(13) | 4,880,493 | — | — |

  101. Outstanding Equity Awards at 2025 Fiscal Year-End

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  102. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Mr. Wenkoff | 08/29/2017 | 6,412(10) | — | 76.89 | 08/29/2027 | — | — | — | — | | | 03/21/2018 | 25,545(9) | — | 92.98 | 03/21/2028 | — | — | — | — | | | 03/20/2019 | 20,865(9) | — | 117.13 | 03/20/2029 | — | — | — | — | | | 03/17/2020 | 22,287(9) | — | 154.53 | 03/17/2030 | — | — | — | — | | | 03/16/2021 | 18,519(9) | — | 193.55 | 03/16/2031 | — | — | — | — | | | 03/15/2022 | 14,955(9) | 4,984(9) | 214.25 | 03/15/2032 | — | — | — | — | | | 03/28/2023 | 6,813(9) | 6,812(9) | 208.13 | 03/28/2033 | — | — | — | — | | | 03/27/2024 | 5,692(9) | 17,073(9) | 154.21 | 03/27/2034 | — | — | — | — | | | 03/27/2024 | — | — | — | — | — | — | 3,130(11) | 448,936 | | | 03/25/2025 | — | — | — | — | 34,028(12) | 4,880,636 | 34,026(6) | 4,880,349 | | | 03/25/2025 | — | — | — | — | 34,027(13) | 4,880,493 | — | — | | Mr. Deckard | — | — | — | — | — | — | — | — | — |

  103. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1) Computed by multiplying the number of units by the closing market price of one share of our common stock on January 30, 2026, as reported by the NYSE. (2) Vested 50% on each of April 1, 2023, and April 1, 2024. (3) Vested 33 1/3% on each of April 1, 2023, April 1, 2024, and April 1, 2025. (4) Vested 50% on each of April 1, 2023, and March 15, 2024. (5) Scheduled to vest on October 12, 2027. (6) PSUs scheduled to vest on April 1, 2028, if the adjusted ROIC performance goal is achieved for fiscal years 2025-2027. The number of PSUs reported in this column assumes achievement of the maximum level of adjusted ROIC performance for the performance period. The actual number of PSUs earned, if any, will be determined based on the actual level of adjusted ROIC performance achieved for the performance period. (7) Time-based RSUs scheduled to vest 33 1/3% per year on each of the first three anniversaries of the grant date. (8) Time-based RSUs scheduled to vest 50% per year on each of the second and third anniversaries of the grant date. (9) Vested or scheduled to vest, as applicable, 25% per year on each of the first four anniversaries of the April 1 following the grant date. (10) Vested or scheduled to vest, as applicable, 25% per year on each of the first four anniversaries of the grant date. (11) PSUs scheduled to vest on April 1, 2027, if the adjusted ROIC performance goal is achieved for fiscal years 2024-2026. The number of PSUs reported in this column assumes achievement of the target level of adjusted ROIC performance for the performance period. The actual number of PSUs earned, if any, will be determined based on the actual level of adjusted ROIC performance achieved for the performance period. (12) PSUs earned as a result of our fiscal 2025 adjusted EBITDA performance and scheduled to vest 33 1/3% per year on each of the first three anniversaries of the April 1 following the grant date. Time-based RSUs scheduled to vest 33 1/3% per year on each of the first three anniversaries of the April 1 following the grant date.

  104. Outstanding Equity Awards at 2025 Fiscal Year-End

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  105. Option Exercises and Stock Vested During Fiscal 2025

    Option Exercises and Stock Vested During Fiscal 2025

  106. Option Exercises and Stock Vested During Fiscal 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#)(3) | Value Realized on Vesting ($)(4) | | Mr. Vasos | — | — | — | — | | Mr. Lau | — | — | — | — | | Ms. Dilts | — | — | 1,162 | 101,791 | | Ms. E. Taylor | — | — | 1,070 | 93,732 | | Ms. R. Taylor | — | — | 1,070 | 93,732 | | Mr. Wenkoff | — | — | 1,070 | 93,732 | | Mr. Deckard | 15,345 | 395,852 | 655 | 57,378 |

  107. Option Exercises and Stock Vested During Fiscal 2025

    (1) Represents the gross number of option shares exercised, without deduction for shares that may have been surrendered or withheld to satisfy the exercise price or applicable tax withholding obligations. (2) Value realized is calculated by multiplying the gross number of options exercised by the difference between the market price of our common stock and the exercise price. For shares that were sold immediately upon exercise, the market price is the actual sales price on the date of exercise. Otherwise, the market price is the closing price of our common stock on the date of exercise as reported by the NYSE. (3) Represents the gross number of shares acquired upon vesting, without deduction for shares that may have been withheld to satisfy applicable tax withholding obligations. (4) Value realized is calculated by multiplying the gross number of shares vested by the closing market price of our common stock on the vesting date as reported by the NYSE.

  108. Pension Benefits Fiscal 2025

    Pension Benefits Fiscal 2025 We have omitted the Pension Benefits table because it is inapplicable.

  109. Nonqualified Deferred Compensation Fiscal 2025

    Nonqualified Deferred Compensation Fiscal 2025 (a) CDP/SERP Plan. Information regarding each named executive officer’s participation in our CDP/SERP Plan is included in the following table. We have omitted from this table the “Aggregate Withdrawals/Distributions” column because it is inapplicable. The material terms of the CDP/SERP Plan are described after the table. Please also see “Benefits and Perquisites” in “Compensation Discussion and Analysis” above.

  110. Nonqualified Deferred Compensation Fiscal 2025

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Balance at Last FYE ($)(4) | | Mr. Vasos | 482,518 | 61,878 | 70,658 | 1,122,817 | | Mr. Lau | 3,333 | — | (1) | 3,332 | | Ms. Dilts | 23,273 | 8,960 | 87,199 | 686,055 | | Ms. E. Taylor | — | 68,944 | 321,615 | 3,517,263 | | Ms. R. Taylor | 38,500 | 119,880 | 502,375 | 3,740,151 | | Mr. Wenkoff | 119,572 | 20,439 | 190,547 | 1,522,871 | | Mr. Deckard | — | — | 253,266 | 3,069,902 |

  111. Nonqualified Deferred Compensation Fiscal 2025

    (1) Of the reported amounts, the following are reported in the Summary Compensation Table as “Salary” for 2025: Mr. Vasos ($482,518); Mr. Lau ($3,333); Ms. Dilts ($23,273); Ms. E. Taylor ($0); Ms. R. Taylor ($38,500); Mr. Wenkoff ($111,400); and Mr. Deckard ($0). (2) Reported as “All Other Compensation” in the Summary Compensation Table. (3) The amounts shown are not reported in the Summary Compensation Table because they do not represent above-market or preferential earnings. Of the amounts reported, the following were previously reported as compensation for years prior to 2025 in a Summary Compensation Table: Mr. Vasos ($468,012); Mr. Lau ($0); Ms. Dilts ($190,877); Ms. E. Taylor ($418,628); Ms. R. Taylor ($1,977,336); Mr. Wenkoff ($625,975); and Mr. Deckard ($133,050).

  112. Nonqualified Deferred Compensation Fiscal 2025

    | 38 | 2026 Proxy Statement | |

  113. Nonqualified Deferred Compensation Fiscal 2025

    Pursuant to the CDP, each named executive officer may annually elect to defer up to 65% of his or her base salary if his or her compensation exceeds the limit set forth in Section 401(a)(17) of the Internal Revenue Code, and up to 100% of his or her bonus pay if his or her compensation equals or exceeds the highly compensated limit under Section 414(q)(1)(B) of the Internal Revenue Code. We currently match base pay deferrals at a rate of 100%, up to 5% of annual salary, with annual salary offset by the amount of match-eligible salary under the 401(k) Plan. All named executive officers are 100% vested in compensation and matching deferrals and earnings on those deferrals. Pursuant to the SERP, we make an annual contribution equal to a certain percentage of a participant’s annual salary and bonus to eligible participants who are actively employed in an eligible job grade on January 1 and continue to be employed as of December 31 of a given year. The contribution percentage is based on age, years of service, and job grade. Persons hired after May 27, 2008, are not eligible to participate in the SERP. The fiscal 2025 contribution percentage for the named executive officers meeting such criteria was 7.5% for Ms. E. Taylor and 12.0% for Ms. R. Taylor, each of whom is 100% vested in her SERP account. The amounts deferred or contributed to the CDP/SERP Plan are credited to a liability account, which is then invested at the participant’s option in an account that mirrors the performance of a fund or funds selected by the CHCM Committee or its delegate. These funds are identical to the funds offered in our 401(k) Plan. For a participant who ceases employment with at least 10 years of service or after reaching age 50 and whose CDP account balance or SERP account balance exceeds certain dollar thresholds, the account balance will be paid by (a) lump sum, (b) monthly installments over a 5, 10 or 15-year period or (c) a combination of lump sum and installments, pursuant to the participant’s election. Otherwise, payment is made in a lump sum. The vested amount will be payable at the time designated by the CDP/SERP Plan upon the participant’s termination of employment. A participant’s CDP/SERP Plan benefit normally is payable in the following February if employment ceases during the first six months of a calendar year or is payable in the following August if employment ceases during the last six months of a calendar year. However, participants may elect to receive an in-service lump sum distribution of vested amounts credited to the CDP account, provided that the date of distribution is no sooner than five years after the end of the year in which the amounts were deferred. In addition, a participant who is actively employed may request an “unforeseeable emergency hardship” in-service lump sum distribution of vested amounts credited to the participant’s CDP account. Account balances are payable in cash. As a result of our change in control which occurred in 2007, the CDP/SERP Plan liabilities through July 6, 2007, were fully funded into an irrevocable rabbi trust. We also funded into the rabbi trust deferrals into the CDP/SERP Plan between July 6, 2007, and October 15, 2007. All CDP/SERP Plan liabilities incurred on or after October 15, 2007, are unfunded. (b) Non-Employee Director Deferred Compensation Plan. Information regarding Mr. Vasos’s participation in our Non-Employee Director Deferred Compensation Plan is included in the following table. As previously reported, Mr. Vasos deferred under the Non-Employee Director Deferred Compensation Plan his cash fees earned for Board service during the period in 2023 that he served as a non-employee director. The material terms of the Non-Employee Director Deferred Compensation Plan are described under “Director Compensation” in this proxy statement. If Mr. Vasos’s service on our Board ceases for any reason, or upon a change in control, his account balance will be paid in a lump sum, subject to a six-month delay if required to comply with the requirements of Section 409A of the Internal Revenue Code. We have omitted from this table the columns pertaining to “Executive Contributions,” “Registrant Contributions” and “Aggregate Withdrawals/ Distributions” during the fiscal year because they are inapplicable.

  114. Nonqualified Deferred Compensation Fiscal 2025

    | Name | Aggregate Earnings in Last FY ($)(1) | Aggregate Balance at Last FYE ($)(2) | | Mr. Vasos | 5,588 | 71,338 |

  115. Nonqualified Deferred Compensation Fiscal 2025

    (1) The amount shown is not reported in the Summary Compensation Table because it does not represent above-market or preferential earnings. Of the amount reported, $50,372 was previously reported as compensation to Mr. Vasos in the Summary Compensation Table for fiscal year 2023.

  116. Nonqualified Deferred Compensation Fiscal 2025

    | | 2026 Proxy Statement | 39 |

  117. Nonqualified Deferred Compensation Fiscal 2025

    (c) 2021 Stock Incentive Plan. In May 2023, Mr. Vasos was awarded RSUs under our 2021 Stock Incentive Plan for his service as a non-employee director (the “2023 NED RSUs”). During 2024, the 2023 NED RSUs were deferred upon vesting along with the additional RSUs credited as a result of dividend equivalents earned with respect to such RSUs as of the vesting date (collectively, the “Deferred RSUs”). The material terms of the 2023 NED RSUs are described after the table. We have omitted from this table the columns pertaining to “Registrant Contributions,” “Executive Contributions” and “Aggregate Withdrawals/Distributions” during the fiscal year because they are inapplicable.

  118. Nonqualified Deferred Compensation Fiscal 2025

    | Name | Aggregate Earnings in Last FY ($)(1) | Aggregate Balance at Last FYE ($)(2) | | Mr. Vasos | 68,352 | 132,754 |

  119. Nonqualified Deferred Compensation Fiscal 2025

    (1) Represents the difference between the market values on (a) January 30, 2026, of the Deferred RSUs and additional RSUs credited through such date as a result of earned dividend equivalents, and (b) January 31, 2025, of the Deferred RSUs and additional RSUs credited through such date as a result of earned dividend equivalents. Market value is based on the closing market price of our common stock on the NYSE on the applicable date. The amount shown is not reported as fiscal year 2025 compensation in the Summary Compensation Table because it does not represent above-market or preferential earnings and the additional RSUs credited during fiscal year 2025 as a result of dividend equivalents were earned with respect to already vested RSUs. (2) Represents the market value on January 30, 2026, of the Deferred RSUs and additional RSUs credited through such date as a result of earned dividend equivalents calculated based on the closing market price of our common stock on the NYSE on such date. In the Summary Compensation Table for fiscal year 2023, $177,952 was reported with respect to the 2023 NED RSUs awarded to Mr. Vasos on May 30, 2023, for his service as a non-employee director, representing the grant date fair value of such RSUs, computed in accordance with FASB ASC Topic 718. In the Summary Compensation Table for fiscal years 2023 and 2024, $1,552 and $522, respectively, was reported with respect to dividend equivalents paid, accumulated or credited on such RSUs prior to their vesting. As discussed above under “Director Compensation,” each non-employee director receives an annual award of RSUs issued pursuant to our 2021 Stock Incentive Plan, payable in shares of our common stock. The RSUs are awarded by the CHCM Committee annually to each non-employee director who is elected or re-elected at the annual shareholders’ meeting and to any new non-employee director appointed thereafter but before February 1 of a given year. The RSUs are scheduled to vest on the first anniversary of the grant date subject to certain accelerated vesting conditions. Directors generally may defer receipt of shares underlying the RSUs. Specifically, a director may make an irrevocable election to defer receipt of all or any portion of the vested RSUs prior to December 31 of the calendar year preceding the grant date of the RSUs. Any such deferred shares will instead be paid on the date elected by the director (in the case of Mr. Vasos, upon his cessation of service on the Board) or, if earlier, upon the director’s death or disability or upon a change in control, subject to a six-month delay if required to comply with the requirements of Section 409A of the Internal Revenue Code.

  120. Nonqualified Deferred Compensation Fiscal 2025

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  121. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Our agreements with our named executive officers and certain plans and programs in which they participate, in each case as in effect at the end of 2025, provide for benefits or payments upon certain employment termination or change in control events or, for Mr. Vasos only, Board service termination events. See “Certain Fiscal Year 2026 Actions” above for adjustments made with respect to Mr. Vasos’s arrangements in 2026. We discuss benefits and payments in effect at the end of 2025 below except to the extent they are available generally to all salaried employees and do not discriminate in favor of our executive officers or to the extent already discussed under “Nonqualified Deferred Compensation Fiscal 2025” above. With the exception of the discussion of equity awards under “Outstanding Pre-2023 Awards to Mr. Vasos,” the discussion of equity awards in each scenario includes nonqualified stock options outstanding as of the end of 2025, none of which may be exercised any later than the 10th anniversary of the grant date under any scenario; Mr. Vasos’s 2023 NED RSUs; RSUs awarded to Mr. Lau in 2025 as an inducement upon his hire (“Lau Inducement RSUs”); RSUs awarded to Ms. E. Taylor in 2025 in connection with her promotion; RSUs awarded in 2025, including to Mr. Lau and Ms. E. Taylor, as part of the annual equity award program; PSUs awarded in 2023 (“2023 PSUs”), 2024 (“2024 PSUs”), and 2025 (“2025 PSUs”) as part of the annual equity award program; and PSUs awarded to Mr. Lau in 2025 upon his hire (“2025 Lau ROIC PSUs”). All equity awards discussed below were awarded under our 2021 Stock Incentive Plan except for stock options awarded on or prior to May 25, 2021, which were awarded under our Amended and Restated 2007 Stock Incentive Plan. Because Ms. Dilts’s and Mr. Deckard’s employment with us ended effective August 28, 2025, and November 12, 2025, respectively, we discuss below only the payments and benefits they each received or will receive in connection with the applicable termination scenario. Such payments and benefits to Ms. Dilts and Mr. Deckard are described under “Payments Upon Voluntary Termination—Termination Without Good Reason,” and “Payments Upon Involuntary Termination—Involuntary Termination Without Cause,” respectively, and all other scenarios are inapplicable to them.

  122. Payments Upon Termination Due to Death or Disability

    Payments Upon Termination Due to Death or Disability

  123. Payments Upon Termination Due to Retirement

    Payments Upon Termination Due to Retirement Except as provided below with respect to equity awards, we do not treat retirement differently from any other voluntary termination of employment without good reason (as discussed below under “Payments Upon Voluntary Termination”) under our plans or agreements for named executive officers. In the event of voluntary termination of employment on or after reaching a minimum age (age 55 for equity awards beginning in 2021; otherwise age 62) and achieving five consecutive years of service with us, provided that the sum of the officer’s age plus years of service equals a specified minimum (at least 65 for equity awards beginning in 2021; otherwise at least 70) and that there is no basis to terminate the officer with cause (as defined in the governing agreement) (collectively, “Normal Retirement”): Stock Options. Other than the 2023 Rehire Options awarded to Mr. Vasos, the portion of the outstanding unvested stock options that would have become vested and exercisable within the one-year period following the Normal Retirement date if the officer had remained employed with us shall remain outstanding following the Normal Retirement date and become vested and exercisable on the anniversary of the grant date (for options awarded prior to 2024) or on the April 1 (for

  124. Payments Upon Termination Due to Retirement

    | 42 | 2026 Proxy Statement | |

  125. Payments Upon Termination Due to Retirement

    options awarded beginning in 2024) that falls within the one-year period following the Normal Retirement date. However, if during such one-year period the officer dies, such portion shall instead become immediately vested and exercisable upon death. Otherwise, except for the 2023 Rehire Options awarded to Mr. Vasos, any option which is unvested and unexercisable on the Normal Retirement date shall immediately expire without payment. The officer may exercise the option to the extent vested and exercisable any time before the fifth anniversary of the Normal Retirement date. See “Payments Upon Voluntary Termination” for a discussion of the treatment of the 2023 Rehire Options if Mr. Vasos voluntary terminates his employment. • Restricted Stock Units. Except for the Lau Inducement RSUs, the one-third of all outstanding unvested RSUs that would have become vested and nonforfeitable on the next vesting date if the officer had remained employed through such date will become vested and nonforfeitable upon the date of Normal Retirement (except that no accelerated vesting will occur if Normal Retirement occurs on a vesting date, but rather the officer shall be entitled only to the portion of the RSUs that were scheduled to vest on such vesting date) and will be paid six months and one day following the Normal Retirement date or, if the officer dies prior to such payment, such RSUs will be paid upon the earlier of (1) 90 days following the date of death or (2) six months and one day following the Normal Retirement date. In addition, and solely with respect to the RSUs awarded to Ms. R. Taylor in 2025, if Normal Retirement occurs after April 1, 2026, and she satisfies the conditions of the Consulting Option (defined below), such RSUs will become immediately vested and nonforfeitable on the Normal Retirement date with respect to 100% of the unvested RSUs and will be paid as set forth in the paragraph immediately above. The “Consulting Option” shall mean that Ms. R. Taylor enters into a written agreement prior to the Normal Retirement date to provide reasonable consulting and/or legal services to the Company for a period of time following the Normal Retirement date that, without her written consent, shall not extend beyond April 1, 2028; provided that Ms. R. Taylor will be deemed to have satisfied the conditions of the Consulting Option if she provides at least 60 days’ prior notice of her intended Normal Retirement date and the Company fails to provide her with such written agreement at least 30 days prior to the Normal Retirement date. If Ms. R. Taylor otherwise satisfies the conditions of the Consulting Option but violates any of the Business Protection Provisions (as defined under “Voluntary Termination With Good Reason or After Failure to Renew the Employment Agreement” herein) in her employment agreement with us following the Normal Retirement date, then any RSUs that vested and that would not have so vested but for satisfaction of the conditions of the Consulting Option shall be forfeited and, to the extent previously paid, subject to recoupment, immediately upon the Company becoming aware of such violation. See “Termination of Board Service” for a discussion of the treatment of the 2023 NED RSUs upon any termination of Board service by Mr. Vasos. • Performance Share Units. With the exception outlined below applicable to the 2024 PSUs and 2025 PSUs, the vesting and payment in a Normal Retirement scenario of the 2024 PSUs and 2025 PSUs before the end of the applicable one-year or three-year performance period, and of the Lau 2025 ROIC PSUs before the end of the three-year performance period, as well as on or after the end of such periods, is identical to the vesting and payment in the death and disability scenarios discussed above for the applicable PSUs during these respective time periods. However, if the Normal Retirement occurs on or after the end of the one-year performance period but before an applicable vesting date, the one-third of any earned 2025 Adjusted EBITDA PSUs that would have become vested on the next vesting date shall become vested and nonforfeitable as of the Normal Retirement date but be paid at the same time as if no retirement had occurred. Otherwise, any unearned or unvested PSUs shall be forfeited and cancelled on the Normal Retirement date or the last day of the performance period, as applicable. See “Payments After a Change in Control” for a discussion of the treatment of PSUs if a named executive officer terminates employment due to Normal Retirement within two years following a change in control. In addition, and solely with respect to the PSUs awarded to Ms. R. Taylor in 2025, if Normal Retirement occurs after April 1, 2026, and she satisfies the conditions of the Consulting Option, the PSUs that did not immediately vest upon Normal Retirement will not be forfeited and cancelled upon Normal Retirement and will remain outstanding until the applicable vesting date and will be paid as set forth in the paragraph immediately above. If Ms. R. Taylor otherwise satisfies the conditions of the Consulting Option but violates any of the Business Protection Provisions (as defined under “Voluntary Termination With Good Reason or After Failure to Renew the Employment Agreement” herein) in her employment agreement with us following the Normal Retirement date, then any PSUs that are unvested shall be immediately forfeited and cancelled and any PSUs that have vested and that would not have so vested but for satisfaction of the conditions of the Consulting Option shall be forfeited and, to the extent previously paid, subject to recoupment, immediately upon the Company becoming aware of such violation.

  126. Potential Payments to Named Executive Officers Upon Occurrence of Various Termination Events or Change in Control as of January 30, 2026

    Potential Payments to Named Executive Officers Upon Occurrence of Various Termination Events or Change in Control as of January 30, 2026 The following tables reflect potential payments to the named executive officers other than Ms. Dilts and Mr. Deckard in various termination and change in control scenarios based on agreements and compensation, benefit and equity levels in effect on, and assuming the scenario was effective as of, January 30, 2026. Ms. Dilts is not included in a table below because she did not and will not receive any payments as a result of her voluntary termination without good reason in 2025. A separate table is provided below for Mr. Deckard to reflect actual payments made in 2025 or which may be made subsequent to 2025 subject to the conditions outlined above based upon his involuntary termination without cause during 2025. For stock valuations, we have used the closing price of our stock on the NYSE on January 30, 2026 ($143.43). The tables omit columns for any scenario that would not result in payments to any of the applicable named executive officers. The tables below report only amounts that are increased, accelerated or otherwise paid or owed as a result of the applicable scenario and, as a result, exclude earned but unpaid base salary through the employment termination date and equity awards, CDP/SERP Plan benefits, and Mr. Vasos’s non-employee director cash deferral and 2023 NED RSUs deferral account balances, in each case that had vested prior to the event. For more information regarding the CDP/SERP Plan benefits and Mr. Vasos’s non-employee director cash deferral and 2023 NED RSUs deferral, see “Nonqualified Deferred Compensation Fiscal 2025” above.

  127. Potential Payments to Named Executive Officers Upon Occurrence of Various Termination Events or Change in Control as of January 30, 2026

    | | 2026 Proxy Statement | 47 |

  128. Potential Payments to Named Executive Officers Upon Occurrence of Various Termination Events or Change in Control as of January 30, 2026

    The tables also exclude any amounts that are available generally to all salaried employees and do not discriminate in favor of our executive officers. Other than with respect to Mr. Deckard, the amounts shown are merely estimates. We cannot determine actual amounts to be paid until a termination or change in control scenario occurs.

  129. Potential Payments to Mr. Vasos

    Potential Payments to Mr. Vasos

  130. Potential Payments to Mr. Vasos

    | Item | Death ($)(1) | Disability ($)(1) | Before Appointment of Successor CEO Involuntary Without Cause or Voluntary With Good Reason ($) | Voluntary With Good Reason On or After Appointment of Successor CEO ($) | On or After Appointment of Successor CEO Voluntary Without Good Reason or Involuntary Without Cause ($) | Change in Control With Qualifying Termination or After 2023 Retirement ($) | | Equity Vesting Due to Event | 6,525,000 | 6,525,000 | — | 6,525,000 | 6,525,000 | 6,525,000 | | Cash Severance | 6,020,167 | — | 9,900,000 | 9,900,000 | 6,020,167 | 15,920,167 | | Health Payment | — | — | 35,205 | 35,205 | — | 35,205 | | Outplacement(2) | — | — | 14,900 | 14,900 | — | 14,900 | | Life Insurance Proceeds | 4,000,000 | — | — | — | — | — | | Total | 16,545,167 | 6,525,000 | 9,950,105 | 16,475,105 | 12,545,167 | 22,495,272 |

  131. Potential Payments to Mr. Vasos

    (1) In addition to the amounts reported above, depending upon the cause of death or loss suffered, Mr. Vasos may also be eligible to receive payment of up to $50,000 under our group accidental death and dismemberment program. (2) Estimated based on information provided by our outplacement services provider.

  132. Potential Payments to Messrs. Lau and Wenkoff and Mss. E. Taylor and R. Taylor

    Potential Payments to Messrs. Lau and Wenkoff and Mss. E. Taylor and R. Taylor

  133. Potential Payments to Messrs. Lau and Wenkoff and Mss. E. Taylor and R. Taylor

    | Name/Item | Death ($)(1) | Disability ($)(1) | Retirement ($)(2) | Involuntary Without Cause or Voluntary With Good Reason ($)(3) | Change in Control With Qualifying Termination ($)(4) | | Mr. Lau | | | | | | | Equity Vesting Due to Event(5) | 5,580,240 | 5,580,240 | — | — | 5,433,391 | | Cash Severance | 309,729 | — | — | 1,600,000 | 1,600,000 | | Health Payment | — | — | — | 35,019 | 35,019 | | Outplacement(6) | — | — | — | 14,900 | 14,900 | | Life Insurance Proceeds | 2,000,000 | — | — | — | — | | Total | 7,889,969 | 5,580,240 | — | 1,649,919 | 7,083,310 | | Ms. E. Taylor | | | | | | | Equity Vesting Due to Event(5) | 12,024,358 | 12,024,358 | — | — | 8,770,649 | | Cash Severance | 1,282,017 | — | — | 1,997,194 | 1,997,194 | | Health Payment | — | — | — | 23,880 | 23,880 | | Outplacement(6) | — | — | — | 14,900 | 14,900 | | Life Insurance Proceeds | 2,375,000 | — | — | — | — | | Total | 15,681,375 | 12,024,358 | — | 2,035,973 | 10,806,622 | | Ms. R. Taylor | | | | | | | Equity Vesting Due to Event(5) | 11,730,040 | 11,730,040 | 5,222,860 | — | 8,476,331 | | Cash Severance | 1,059,828 | — | — | 1,608,645 | 1,608,645 | | Health Payment | — | — | — | 35,019 | 35,019 | | Outplacement(6) | — | — | — | 14,900 | 14,900 | | Life Insurance Proceeds | 1,937,000 | — | — | — | — | | Total | 14,726,868 | 11,730,040 | 5,222,860 | 1,658,564 | 10,134,894 | | Mr. Wenkoff | | | | | | | Equity Vesting Due to Event(5) | 11,687,202 | 11,687,202 | 5,180,118 | — | 8,433,493 | | Cash Severance | 1,060,370 | — | — | 1,609,467 | 1,609,467 | | Health Payment | — | — | — | 35,019 | 35,019 | | Outplacement(6) | — | — | — | 14,900 | 14,900 | | Life Insurance Proceeds | 1,938,000 | — | — | — | — | | Total | 14,685,572 | 11,687,202 | 5,180,118 | 1,659,386 | 10,092,879 |

  134. Potential Payments to Messrs. Lau and Wenkoff and Mss. E. Taylor and R. Taylor

    (1) In addition to the amounts reported above, depending upon the cause of death or loss suffered, a named executive officer may also be eligible to receive payment of up to $50,000 under our group accidental death and dismemberment program. (2) Ms. R. Taylor and Mr. Wenkoff meet the Normal Retirement requirements with respect to their 2022, 2023, 2024 and 2025 equity awards. None of the remaining named executive officers listed in the table were eligible for retirement on January 30, 2026. (3) If, however, Mr. Lau is involuntarily terminated without cause following any change in the Company’s Chief Executive Officer, the Lau Inducement RSUs shall become immediately vested and nonforfeitable with respect to 100% of the unvested Lau Inducement RSUs on the date of his termination. Assuming such event occurred as of January 30, 2026, the value of Mr. Lau’s equity vesting due to such event is $3,524,362. See “Involuntary Termination without Cause.” (4) Reflects the value of accelerated equity vesting upon a “qualifying termination” after a change in control under the applicable award agreement, as well as the value of payments and benefits provided under the applicable employment agreement for involuntary termination without cause or voluntary termination with good reason with or without a change in control, which are types of “qualifying termination.” (5) For the portion of PSUs that are subject to performance for periods ending after January 30, 2026, the value included in the Death, Disability and Retirement columns assumes a target payout of 100% for the 2024 PSUs and a maximum payout of 200% for the 2025 PSUs, prorated for a death, disability or retirement termination scenario occurring on January 30, 2026.

  135. Potential Payments to Messrs. Lau and Wenkoff and Mss. E. Taylor and R. Taylor

    | | 2026 Proxy Statement | 49 |

  136. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain of our financial performance. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to “Compensation Discussion and Analysis.”

  137. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO Todd J. Vasos ($) | Summary Compensation Table Total for Former CEO Jeffery C. Owen ($) | Compensation Actually Paid to CEO Todd J. Vasos ($)(1) | Compensation Actually Paid to Former CEO Jeffery C. Owen ($)(1) | Average Summary Compensation Table Total for Non-CEO Named Executive Officers ($)(2) | Average Compensation Actually Paid to Non-CEO Named Executive Officers ($)(1)(2) | Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(4) | Net Income ($)(5) | Adjusted EBIT ($)(6) | | 2025 | 8,163,197 | — | 19,500,388 | — | 7,441,208 | 11,382,792 | 79.72 | 208.90 | 1,512,311 | 2,486,710 | | 2024 | 2,152,357 | — | (5,684,648) | — | 3,008,473 | 657,061 | 38.63 | 189.66 | 1,125,253 | 1,863,111 | | 2023 | 8,980,117 | 6,912,197 | (2,056,638) | (24,320) | 2,255,670 | (464,265) | 72.32 | 136.08 | 1,661,274 | 2,597,313 | | 2022 | 15,621,406 | 12,032,684 | 34,630,029 | 15,272,360 | 3,512,266 | 6,376,349 | 119.20 | 120.37 | 2,415,989 | 3,590,529 | | 2021 | 16,618,873 | — | 30,774,890 | — | 3,891,597 | 6,426,452 | 105.81 | 118.71 | 2,399,232 | 3,455,592 |

  138. Pay Versus Performance

    (1) Compensation Actually Paid reflects the value of equity calculated in accordance with the SEC methodology for determining Compensation Actually Paid for each year shown. The equity award valuations used in these calculations are consistent with, and do not materially differ from, the Company’s practice of equity award valuation at grant date. For the PSUs tied to adjusted ROIC performance, change in fair value is based on the Company’s estimate of the probable outcome of the adjusted ROIC performance goal for the relevant performance period as of the last day of the relevant fiscal year. The dollar amounts do not reflect the actual amounts of compensation earned by or paid to Messrs. Vasos or Owen or the actual average amount of compensation earned by or paid to our other named executive officers as a group during the applicable year. To calculate Compensation Actually Paid, the following amounts were deducted from and added to Summary Compensation Table total compensation: CEO (Vasos) Summary Compensation Table Total to Compensation Actually Paid:

  139. Pay Versus Performance

    | Year | Salary ($) | Bonus ($) | Stock and Option Awards ($) | Non-Equity Incentive Compensation ($) | All Other Compensation ($)(a) | Summary Compensation Table Total ($) | Deductions from Summary Compensation Table Total ($)(b) | Additions to Summary Compensation Table Total ($)(c) | Compensation Actually Paid ($) | | 2025 | 1,608,395 | — | — | 6,020,167 | 534,635 | 8,163,197 | — | 11,337,192 | 19,500,388 | | 2024 | 1,400,054 | — | — | 214,849 | 537,454 | 2,152,357 | — | (7,837,005) | (5,684,648) | | 2023 | 652,461 | — | 7,952,550 | — | 375,106 | 8,980,117 | (7,952,550) | (3,084,205) | (2,056,638) | | 2022 | 1,391,720 | — | 11,517,337 | 2,520,000 | 192,349 | 15,621,406 | (11,517,337) | 30,525,960 | 34,630,029 | | 2021 | 1,350,052 | — | 10,418,597 | 4,544,529 | 305,695 | 16,618,873 | (10,418,597) | 24,574,614 | 30,774,890 |

  140. Pay Versus Performance

    Former CEO (Owen) Summary Compensation Table Total to Compensation Actually Paid:

  141. Pay Versus Performance

    | Year | Salary ($) | Bonus ($) | Stock and Option Awards ($) | Non-Equity Incentive Compensation ($) | All Other Compensation ($)(a) | Summary Compensation Table Total ($) | Deductions from Summary Compensation Table Total ($)(b) | Additions to Summary Compensation Table Total ($)(c) | Compensation Actually Paid ($) | | 2023 | 792,439 | — | 6,030,777 | — | 88,981 | 6,912,197 | (6,030,777) | (905,740) | (24,320) | | 2022 | 962,310 | — | 9,629,223 | 1,344,299 | 96,852 | 12,032,684 | (9,629,223) | 12,868,899 | 15,272,360 |

  142. Pay Versus Performance

    Average Non-CEO Named Executive Officers Summary Compensation Table Total to Compensation Actually Paid (all amounts are averaged for each component of each relative year):

  143. Pay Versus Performance

    | Year | Salary ($) | Bonus ($) | Stock and Option Awards ($) | Non-Equity Incentive Compensation ($) | All Other Compensation ($)(a) | Summary Compensation Table Total ($) | Deductions from Summary Compensation Table Total ($)(b) | Additions to Summary Compensation Table Total ($)(c) | Compensation Actually Paid ($) | | 2025 | 616,335 | 150,000 | 5,649,958 | 618,657 | 406,257 | 7,441,208 | (5,649,958) | 9,591,542 | 11,382,792 | | 2024 | 755,393 | — | 2,098,180 | 58,235 | 96,666 | 3,008,473 | (2,098,180) | (253,232) | 657,061 | | 2023 | 564,873 | — | 1,267,919 | — | 422,879 | 2,255,670 | (1,267,919) | (1,452,017) | (464,265) | | 2022 | 711,643 | — | 2,004,911 | 675,264 | 120,448 | 3,512,266 | (2,004,911) | 4,868,994 | 6,376,349 | | 2021 | 718,426 | — | 1,740,541 | 1,340,080 | 92,551 | 3,891,597 | (1,740,541) | 4,275,396 | 6,426,452 |

  144. Pay Versus Performance

    Reflects “All Other Compensation” reported in the Summary Compensation Table for each year shown.

  145. Pay Versus Performance

    | 50 | 2026 Proxy Statement | |

  146. Pay Versus Performance

    Represents the grant date fair value of equity-based awards granted each year. We did not report a change in pension value for any of the years reflected in this table, therefore a deduction from the Summary Compensation Table total related to pension value was not required. (c) Reflects the value of equity calculated in accordance with the SEC’s methodology for determining Compensation Actually Paid for each year shown. The following table includes supplemental data for the calculation resulting in the equity component of Mr. Vasos’s Compensation Actually Paid for the periods indicated:

  147. Pay Versus Performance

    | Year | Addition of Fair Value of Current Year Equity Awards Unvested at Fiscal Year End ($) | Addition of Change in Fair Value of Prior Years’ Equity Awards Unvested at Fiscal Year End ($) | Addition of Change in Fair Value of Prior Years’ Equity Awards That Vested in Fiscal Year ($) | Equity Value Included in Compensation Actually Paid ($) | | 2025 | — | 11,242,500 | 94,692 | 11,337,192 | | 2024 | — | (9,971,297) | 2,134,292 | (7,837,005) | | 2023 | 12,092,500 | (11,953,353) | (3,223,353) | (3,084,205) | | 2022 | 18,548,895 | 7,315,148 | 4,661,916 | 30,525,960 | | 2021 | 20,063,063 | 2,900,588 | 1,610,963 | 24,574,614 |

  148. Pay Versus Performance

    The following table includes supplemental data for the calculation resulting in the equity component of Mr. Owen’s Compensation Actually Paid for the period indicated:

  149. Pay Versus Performance

    | Year | Addition of Fair Value of Current Year Equity Awards Unvested at Fiscal Year End ($) | Addition of Change in Fair Value of Prior Years’ Equity Awards Unvested at Fiscal Year End ($) | Addition of Change in Fair Value of Prior Years’ Equity Awards That Vested in Fiscal Year ($) | Equity Value Included in Compensation Actually Paid ($) | | 2023 | — | — | (905,740) | (905,740) | | 2022 | 10,142,910 | 1,682,984 | 1,043,005 | 12,868,899 |

  150. Pay Versus Performance

    The following table includes supplemental data for the calculation resulting in the equity component of the non-CEO named executive officers’ average Compensation Actually Paid for the periods indicated:

  151. Pay Versus Performance

    | Year | Additions of Average Fair Value of Current Year Equity Awards Unvested at Fiscal Year End ($) | Additions of Average Change in Fair Value of Prior Years’ Equity Awards Unvested at Fiscal Year End ($) | Additions of Average Change in Fair Value of Prior Years’ Equity Awards That Vested in Fiscal Year ($) | Average Equity Value Included in Compensation Actually Paid ($) | | 2025 | 8,838,276 | 669,486 | 83,780 | 9,591,542 | | 2024 | 158,419 | (613,214) | 201,564 | (253,232) | | 2023 | 353,167 | (1,418,895) | (386,289) | (1,452,017) | | 2022 | 3,168,564 | 1,048,097 | 652,334 | 4,868,994 | | 2021 | 3,351,740 | 535,079 | 388,578 | 4,275,396 |

  152. Pay Versus Performance

    (2) Named executive officers (other than the CEO) for each fiscal year are:

  153. Pay Versus Performance

    | 2025 Other Named Executive Officers | 2024 Other Named Executive Officers | 2023 Other Named Executive Officers | 2022 Other Named Executive Officers | 2021 Other Named Executive Officers | | Donny H. Lau, Executive Vice President & Chief Financial Officer | Kelly M. Dilts, Executive Vice President & Chief Financial Officer | Kelly M. Dilts, Executive Vice President & Chief Financial Officer | John W. Garratt, President & Chief Financial Officer | John W. Garratt, Executive Vice President & Chief Financial Officer | | Kelly M. Dilts, Former Executive Vice President & Chief Financial Officer | Emily C. Taylor, Executive Vice President & Chief Merchandising Officer | John W. Garratt, Former President & Chief Financial Officer | Emily C. Taylor, Executive Vice President & Chief Merchandising Officer | Jeffery C. Owen, Chief Operating Officer | | Emily C. Taylor, Chief Operating Officer | Rhonda M. Taylor, Executive Vice President & General Counsel | Emily C. Taylor, Executive Vice President & Chief Merchandising Officer | Rhonda M. Taylor, Executive Vice President & General Counsel | Rhonda M. Taylor, Executive Vice President & General Counsel | | Rhonda M. Taylor, Executive Vice President & General Counsel | Steven R. Deckard, Executive Vice President, Strategy & Development | Rhonda M. Taylor, Executive Vice President & General Counsel | Carman R. Wenkoff, Executive Vice President & Chief Information Officer | Carman R. Wenkoff, Executive Vice President & Chief Information Officer | | Carman R. Wenkoff, Executive Vice President & Chief Information Officer | | Carman R. Wenkoff, Executive Vice President & Chief Information Officer | | | | Steven R. Deckard, Former Executive Vice President, Strategy & Development | | Antonio Zuazo, Former Executive Vice President, Global Supply Chain | | |

  154. Pay Versus Performance

    | | 2026 Proxy Statement | 51 |

  155. Pay Versus Performance

    Cumulative total shareholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period. (4) Represents the peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P 500 Consumer Staples Distribution & Retail Index. (5) The dollar amounts reported represent the amount of net income (in thousands) reflected in our audited financial statements for the applicable year. (6) The dollar amounts reported are shown in thousands. Adjusted EBIT is defined in “Compensation Discussion and Analysis—Elements of Named Executive Officer Compensation—Short-Term Cash Incentive Plan—2025 Teamshare Structure.” All amounts for prior years have been calculated using this Adjusted EBIT definition. While we use several financial performance measures for the purpose of evaluating performance for our compensation programs, we have determined that adjusted EBIT, in our assessment, represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our named executive officers, for the most recently completed fiscal year, to Company performance.

  156. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures The charts below show, for the past five years, the relationship between the CEO and non-CEO compensation actually paid and our (1) cumulative TSR, (2) net income, and (3) adjusted EBIT, as well as the relationship of our cumulative TSR relative to the cumulative TSR of the peer group.

  157. Relationship Between Compensation Actually Paid and Performance Measures

    | 52 | 2026 Proxy Statement | |

  158. Relationship Between Compensation Actually Paid and Performance Measures

    The above disclosures under “Pay Versus Performance” should not be deemed incorporated by reference into any other Dollar General filing under the Exchange Act, except to the extent Dollar General specifically incorporates such disclosures by reference therein.

  159. Relationship Between Compensation Actually Paid and Performance Measures

    | | 2026 Proxy Statement | 53 |

  160. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and our Chief Executive Officer (our “CEO”). This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The fiscal 2025 annual total compensation of the median compensated employee (a full-time store associate) of our temporary, part-time and full-time employee base who were employed as of the last day of our 2025 fiscal year (January 30, 2026), other than our CEO, calculated in accordance with the rules applicable to the Summary Compensation Table, was $18,876, and our CEO’s fiscal 2025 annual total compensation was $8,163,197, resulting in a ratio of 1:432. As of January 30, 2026, our total population, excluding the CEO, consisted of 186,064 compensated employees, of which 253 were located in non-U.S. jurisdictions as follows: Mexico (147); China (96); Hong Kong (9); and Turkey (1). As permitted by SEC rules, we excluded all such 253 non-U.S. employees. After applying this exemption, the employee population used to identify the median employee consisted of 185,811 temporary, part-time and full-time employees located solely in the U.S. To identify the median compensated employee, we used W-2 Box 5 Medicare wages for the period from February 1, 2025 (the first day of our 2025 fiscal year) through January 30, 2026 (the last day of our 2025 fiscal year), with such amounts annualized for those permanent employees who did not work for the full year. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.