# Dollar General Corporation (DG) - Recent Events Coverage: Form 8-K and 8-K/A filings from March 2025 through August 28, 2026. Fiscal 2026 ends January 29, 2027. ## Filings that contain financial statements Each earnings release below (Exhibit 99 to a Form 8-K, Item 2.02) includes a consolidated balance sheet, consolidated statement of income and consolidated statement of cash flows. - Accession 0001104659-26-101918 (8-K filed August 27, 2026): second quarter of fiscal 2026 (13 weeks ended July 31, 2026), with year-to-date cash flows for the 26 weeks. - Accession 0001104659-26-069198 (8-K filed June 2, 2026): first quarter of fiscal 2026 (13 weeks ended May 1, 2026). - Accession 0001104659-26-026697 (8-K filed March 12, 2026): fourth quarter and full year of fiscal 2025 (52 weeks ended January 30, 2026). - Accession 0001104659-25-118286 (8-K filed December 4, 2025): third quarter of fiscal 2025 (13 weeks ended October 31, 2025), with year-to-date cash flows. - Accession 0001104659-25-084297 (8-K filed August 28, 2025): second quarter of fiscal 2025 (13 weeks ended August 1, 2025). - Accession 0001104659-25-055706 (8-K filed June 3, 2025): first quarter of fiscal 2025 (13 weeks ended May 2, 2025). - Accession 0001104659-25-023210 (8-K filed March 13, 2025): fourth quarter and full year of fiscal 2024 (52 weeks ended January 31, 2025). ## Earnings and guidance - **August 27, 2026 - second quarter of fiscal 2026 (0001104659-26-101918).** Net sales rose 5.2% to $11.3 billion; same-store sales rose 3.5% (traffic +2.0%, average transaction +1.5%); operating profit rose 29.2% to $769.2 million; net income was $550.3 million; diluted EPS rose 33.3% to $2.48. Gross margin was 32.6% against 31.3% a year earlier. The company said tariff refunds, after related reinvestments, added about 81 basis points to gross margin, about 66 basis points to operating margin and about $0.25 to EPS. It **raised fiscal 2026 guidance**: net sales growth of about 4.0% to 4.3% (previously 3.7% to 4.2%); same-store sales growth of about 2.5% to 2.9% (previously 2.2% to 2.7%); diluted EPS of about $7.80 to $8.00 (previously $7.20 to $7.45), assuming a tax rate of about 24.5%; capital expenditures still $1.4 billion to $1.5 billion. The company does not expect a material tariff-refund impact on second-half results. - **June 2, 2026 - first quarter of fiscal 2026 (0001104659-26-069198).** Net sales rose 3.4% to $10.8 billion; same-store sales rose 2.0%; operating profit rose 10.8% to $638.5 million; diluted EPS rose 12.4% to $2.00; operating cash flow was $716.2 million. The company raised its EPS guidance range to about $7.20 to $7.45 (from $7.10 to $7.35) and lowered its assumed tax rate to about 24.5% (from about 25%); sales and same-store sales ranges were unchanged. At that point guidance assumed no share repurchases and excluded any tariff-refund payments. - **March 12, 2026 - fourth quarter and fiscal 2025 (0001104659-26-026697).** Fourth-quarter net sales rose 5.9% to $10.9 billion, same-store sales rose 4.3%, operating profit rose 106.1% to $606.3 million and diluted EPS rose 121.8% to $1.93. For the full year, net sales rose 5.2% to $42.7 billion, same-store sales rose 3.0%, operating profit rose 28.6% to $2.2 billion, diluted EPS rose 34.1% to $6.85 and operating cash flow rose 21.3% to $3.6 billion. Initial fiscal 2026 guidance: net sales growth of about 3.7% to 4.2%, same-store sales growth of about 2.2% to 2.7%, diluted EPS of about $7.10 to $7.35 (including a negative impact of about $0.13 from the expiration of the Work Opportunity Tax Credit on December 31, 2025), capital expenditures of $1.4 billion to $1.5 billion, and no share repurchases. The release also set out a long-term financial framework. No shares were repurchased in fiscal 2025. - **December 4, 2025 - third quarter of fiscal 2025 (0001104659-25-118286).** Net sales rose 4.6% to $10.6 billion, same-store sales rose 2.5%, operating profit rose 31.5% to $425.9 million and diluted EPS rose 43.8% to $1.28. The company raised fiscal 2025 guidance: net sales growth of about 4.7% to 4.9% (previously 4.3% to 4.8%), same-store sales growth of about 2.5% to 2.7% (previously 2.1% to 2.6%) and diluted EPS of about $6.30 to $6.50 (previously $5.80 to $6.30). It also outlined fiscal 2026 real estate plans of about 4,730 projects, including about 450 new U.S. stores and about 10 in Mexico. - **August 28, 2025 - second quarter of fiscal 2025 (0001104659-25-084297).** Net sales rose 5.1% to $10.7 billion, same-store sales rose 2.8%, operating profit rose 8.3% to $595.4 million and diluted EPS rose 9.4% to $1.86. Fiscal 2025 guidance was raised to net sales growth of about 4.3% to 4.8%, same-store sales growth of about 2.1% to 2.6% and diluted EPS of about $5.80 to $6.30 (previously $5.20 to $5.80). - **June 3, 2025 - first quarter of fiscal 2025 (0001104659-25-055706).** Net sales rose 5.3% to $10.4 billion, same-store sales rose 2.4%, operating profit rose 5.5% to $576.1 million, diluted EPS rose 7.9% to $1.78 and operating cash flow rose 27.6% to $847.2 million for the 13 weeks ended May 2, 2025. Fiscal 2025 guidance was raised to net sales growth of about 3.7% to 4.7% (from 3.4% to 4.4%), same-store sales growth of about 1.5% to 2.5% (from 1.2% to 2.2%) and diluted EPS of about $5.20 to $5.80 (from $5.10 to $5.80). Furnished with the shareholder vote results below. - **March 13, 2025 - fourth quarter and fiscal 2024 (0001104659-25-023210).** Fourth-quarter operating profit fell 49.2% to $294.2 million, including $232 million of charges tied to a store portfolio review (mainly store closures and pOpshelf impairment charges); fiscal 2024 diluted EPS fell 32.3% to $5.11. The release introduced fiscal 2025 guidance and a long-term financial framework. ## Capital actions - **Dividends.** The board declared a quarterly dividend of $0.59 per share in every release listed above. The most recent, declared August 26, 2026, is payable on or before October 20, 2026 to holders of record on October 6, 2026 (0001104659-26-101918). - **Share repurchases.** The company bought no shares in fiscal 2025 (0001104659-26-026697). On August 27, 2026 it said it expects to resume repurchases under the existing authorization in the second half of fiscal 2026, planning up to $700 million; $1.4 billion of authorization remained at the end of the second quarter (0001104659-26-101918). - **Credit agreement amendment (March 11, 2025; 0001104659-25-023210).** Amendment No. 1 to the unsecured credit agreement dated September 3, 2024, which provides a $2.375 billion revolving facility maturing September 3, 2029. It raised the maximum leverage ratio covenant and lowered the minimum fixed charge coverage ratio until January 30, 2026 (or earlier if the company met certain milestones), and restricted share repurchases during that relief period. ## Management and board changes - **August 25-28, 2026 - General Counsel retirement (0001104659-26-102689).** Executive Vice President and General Counsel Rhonda M. Taylor advised the company of her intention to retire. She is expected to move to a senior advisory role effective December 7, 2026 and remain in it through at least April 2, 2027. Ms. Taylor remains in her current role through December 6, 2026. Kelly Collier, currently Senior Vice President, Assistant General Counsel for Business Law, is to be promoted to Executive Vice President, General Counsel effective December 7, 2026. - **March 20-24, 2026 - CEO succession (0001104659-26-033643).** The board approved the hiring of Jerry "JJ" Fleeman, Jr. (age 52, CEO of Ahold Delhaize USA since April 2023) to succeed Todd Vasos as CEO, expected effective January 1, 2027, when he is also expected to join the board. Mr. Vasos is to continue as CEO until then and then serve as Senior Advisor through April 2, 2027, remaining a director. An employment agreement with Mr. Fleeman and a transition agreement with Mr. Vasos were filed as exhibits. - **February 3, 2026 - board chair (0001104659-26-009777).** Director David P. Rowland was appointed Chairman effective February 4, 2026, succeeding Michael M. Calbert, who remains an independent director. Director Warren F. Bryant will retire from the board at the 2026 annual meeting, not because of any disagreement. - **November 12-17, 2025 - operating and merchandising leadership (0001104659-25-111359; amendment 0001104659-25-113199).** Emily C. Taylor became Chief Operating Officer effective November 16, 2025, with base salary raised from $850,000 to $950,000; Bryan Wheeler was elevated to Chief Merchandising Officer. The company eliminated the Executive Vice President, Strategy and Development position held by Steven R. Deckard. The 8-K/A reports a $2,000,000 payment to him, on top of contractual severance and conditioned on a release, in exchange for extending his business-protection restrictions from two years to 30 months. - **July-August 2025 - CFO change (0001104659-25-068367; 0001104659-25-080921).** CFO Kelly M. Dilts resigned effective August 28, 2025. On August 19, 2025 the board named Donny H. Lau (age 46, formerly with the company and then CFO of Zaxby's Franchising) CFO effective October 20, 2025, at a $800,000 base salary; Mr. Vasos assumed principal financial officer duties in the interim. ## Shareholder meetings - The 2026 annual meeting was held May 28, 2026 and all directors were elected (0001104659-26-069198). The 2025 annual meeting was held May 29, 2025 (0001104659-25-055706). ## Not in these filings No acquisition, divestiture, stock split or debt issuance appears in the 8-K filings reviewed for this period.