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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 28, 2026

 

DOLLAR GENERAL CORPORATION
(Exact name of registrant as specified in its charter)

 

Tennessee   001-11421   61-0502302
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (I.R.S. Employer
Identification No.)

 

100 MISSION RIDGE

GOODLETTSVILLE, TN

   37072
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code:  (615) 855-4000

 

 
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on
which registered
Common Stock, par value $0.875 per share DG New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

ITEM 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

On January 28, 2026, Warren F. Bryant informed Dollar General Corporation (the “Company”) that he will retire from the Company’s Board of Directors (the “Board”) effective upon the expiration of his current term at the Company’s 2026 annual meeting of shareholders. Mr. Bryant’s decision is not the result of any disagreement with the Company.

 

ITEM 7.01REGULATION FD DISCLOSURE.

 

The Board has appointed current independent director David P. Rowland to serve as the Company’s Chairman of the Board, effective February 4, 2026. Mr. Rowland succeeds Michael M. Calbert, who will continue to serve on the Board as an independent director.

 

On February 3, 2026, the Company issued a press release regarding the matters described in Items 5.02 and 7.01 herein. A copy of the press release is attached as Exhibit 99 and incorporated by reference herein.

 

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.

 

(a)       Financial statements of businesses acquired.  N/A

(b)       Pro forma financial information.  N/A

(c)       Shell company transactions. N/A

(d)       Exhibits.  See Exhibit Index to this report.

 

EXHIBIT INDEX

 

Exhibit No. Description
   
99 News release issued February 3, 2026
   
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:  February 3, 2026 DOLLAR GENERAL CORPORATION
     
  By: /s/ Rhonda M. Taylor
    Rhonda M. Taylor
    Executive Vice President and General Counsel

 

2

 

 

Exhibit 99

 

Dollar General Corporation Announces Updates to its Board of Directors

 

David P. Rowland named chairman of the board;

Michael M. Calbert to remain as independent director;

Warren F. Bryant to retire after 16 years of service

 

GOODLETTSVILLE, Tenn.--(BUSINESS WIRE)--Dollar General Corporation (NYSE: DG) today announced updates to its board of directors.

 

David P. Rowland has been appointed as the Company’s chairman of the board of directors effective February 4, 2026. Rowland succeeds Michael M. Calbert, who will continue to serve as an independent director on the Company’s board of directors.

 

“We are excited for David to assume the role of chairman of the board. He has been a significant contributor to our board since joining in 2023, capitalizing on his extensive global marketplace experience and deep financial, risk management and technology expertise,” said Todd Vasos, Dollar General’s chief executive officer and a member of its board of directors. “We also are deeply grateful for Mike’s many years of dedicated leadership and contributions in the role. During his tenure as chairman, Mike guided the board through significant periods of growth and transformation, demonstrating unwavering dedication to strong corporate governance, strategic oversight, and the long-term success of Dollar General.”

 

Additionally, Warren F. Bryant informed the Company of his plans to retire from the board of directors upon the expiration of his current term at the Company’s 2026 annual meeting of shareholders.

 

“Warren’s extensive retail experience and strategic and financial acumen have been invaluable since he joined our board of directors in 2009,” said Vasos. “His thoughtful leadership has been invaluable, and we extend our sincere appreciation and best wishes in his retirement.”

 

For more information regarding Dollar General’s board of directors visit the Company’s Investor Relations site at investor.dollargeneral.com.

 

About Dollar General Corporation

 

Dollar General Corporation (NYSE: DG) is proud to serve as America’s neighborhood general store. Founded in 1939, Dollar General lives its mission of Serving Others every day by providing access to affordable products and services for its customers, career opportunities for its employees, and literacy and education support for its hometown communities. As of October 31, 2025, the Company’s 20,901 Dollar General, DG Market, DGX and pOpshelf stores across the United States and Mi Súper Dollar General stores in Mexico provide everyday essentials including food, health and wellness products, cleaning and laundry supplies, self-care and beauty items, and seasonal décor from our high-quality private brands alongside many of the world’s most trusted brands such as Coca Cola, PepsiCo/Frito-Lay, General Mills, Hershey, J.M. Smucker, Kraft, Mars, Nestlé, Procter & Gamble and Unilever.

 

Contacts 

dgpr@dollargeneral.com

 

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