Dollar General Corp 10-Q for FY2027 Q2
Dollar General Corp (DG)
About this 10-Q
Dollar General Corp filed this 10-Q on August 27, 2026, covering the quarter ended July 31, 2026 (FY2027 Q2).
Headline figures
Quarter ended July 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $11.29B
- up 5.2% from $10.73B a year earlier
- Net income
- $550.32M
- up 33.8% from net income of $411.43M a year earlier
- Diluted EPS
- $2.48
- up 33.3% from $1.86 a year earlier
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from ________ to ________
Commission File Number:
(Exact name of Registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code: (
Former name, former address and former fiscal year, if changed since last report: Not Applicable
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | | Name of each exchange on which registered | |
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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Accelerated filer ☐ | |
Non-accelerated filer ☐ | | Smaller reporting company |
| | 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. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The Registrant had
TABLE OF CONTENTS
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| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 | |
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| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 28 | |
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CAUTIONARY DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
We include “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act, throughout this report, particularly under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part I, Item 2, and “Note 7. Commitments and Contingencies” included in Part I, Item 1, among others. You can identify these statements because they are not limited to historical fact or they use words such as “accelerate,” “aim,” “assume,” “anticipate,” “believe,” “can,” “committed,” “continue,” “could,” “drive,” “estimate,” “expect,” “focused on,” “forecast,” “future,” “goal,” “intend,” “likely,” “long-term,” “may,” “objective,” “ongoing,” “opportunity,” “outlook,” “over time,” “plan,” “position,” “potential,” “predict,” “project,” “prospect,” “scheduled,” “seek,” “should,” “strive,” “subject to,” “uncertain,” “will” or “would” and similar expressions that concern our strategies, plans, initiatives, intentions, outlook or beliefs about future occurrences or results. For example, all statements relating to, among others, the following are forward-looking statements:
| ● | our projections and expectations regarding expenditures, costs, cash flows, results of operations, financial condition and liquidity; |
| ● | our expectations regarding economic and competitive market conditions; |
| ● | our plans, objectives, and expectations regarding future operations, growth, investments and initiatives, including but not limited to our real estate, store growth and international expansion plans, store remodels, store formats or concepts, shrink and damages reduction actions, inventory reduction efforts, and anticipated progress and impact of our strategic initiatives (including but not limited to our digital initiatives and related delivery component, DG Media Network, and pOpshelf) and our merchandising, margin enhancing, distribution/transportation efficiency, store manager turnover reduction and other initiatives; |
| ● | expectations regarding sales and mix of consumable and non-consumable products, customer traffic, basket size, shrink, damages and inventory levels; |
| ● | expectations regarding tariff (including tariff refunds), inflationary, fuel and labor pressures; |
| ● | expectations regarding cash dividends and stock repurchases; |
| ● | anticipated borrowing under our credit agreement and our commercial paper program; |
| ● | potential impact of legal or regulatory changes or governmental assistance or stimulus programs and our responses thereto, including without limitation potential further federal, state and/or local minimum wage increases or changes to salary levels, as well as changes to certain government policies and assistance programs, such as Supplemental Nutrition Assistance Program (“SNAP“) benefits, unemployment benefits, and economic stimulus payments; and |
| ● | expected outcome or effect of pending or threatened legal disputes, governmental actions, litigation or audits. |
Forward-looking statements are subject to risks, uncertainties and other factors that may change at any time and may cause our actual results to differ materially from those that we expected. We derive many of these statements from our operating budgets and forecasts as of the date of this document, which are based on many detailed assumptions that we believe are reasonable. However, it is very difficult to predict the effect of known factors on future results, and we cannot anticipate all factors that could affect future results that may be important to you. Important factors that could cause actual results to differ materially from the expectations expressed in or implied by our forward-looking statements include, but are not limited to:
| ● | economic factors, including but not limited to employment levels; inflation (and our ability to adjust prices sufficiently to offset the effect of inflation); pandemics; higher fuel and energy costs (including those related to the conflict in the Middle East); healthcare, housing and product costs; higher interest rates, consumer debt levels, and tax rates; lack of available credit; tax law changes that negatively affect credits |
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| and refunds; decreases in, or elimination of, government assistance programs or subsidies such as unemployment and food/nutrition assistance programs, student loan repayment forgiveness and economic stimulus payments; commodity rates; transportation, lease and insurance costs; wage rates (including the possibility of increased federal, and further increased state and/or local minimum wage rates/salary levels); foreign exchange rate fluctuations; measures that create barriers to or increase the costs of international trade (including sustained higher import duties or tariffs on both products that we sell and those that we use in our business); the dynamic and uncertain tariff environment (including its impact on our profitability and on our customers’ response to price increases); and changes in laws and regulations and their effect on, as applicable, customer spending, confidence and disposable income, our ability to execute our strategies and initiatives, our cost of goods sold, our SG&A expenses (including real estate and building costs), and our sales and profitability; |
| ● | failure to achieve or sustain our strategies, initiatives and investments, including those relating to merchandising (including those related to non-consumable products), real estate and new store development, mature stores and store remodels (including Project Elevate), international expansion, store formats and concepts, digital, marketing, shrink, damages, sourcing, private brand, inventory management, supply chain, private fleet, store operations, expense reduction, technology, pOpshelf, and DG Media Network; |
| ● | competitive pressures and changes in the competitive environment and the geographic and product markets where we operate, including, but not limited to, pricing, promotional activity, expanded availability of mobile, web-based and other digital technologies, effective use of artificial intelligence, and alliances or other business combinations; |
| ● | failure to timely and cost-effectively execute our real estate projects and timely meet our financial expectations, or to anticipate or successfully address the challenges imposed by our expansion, including into new countries or domestic markets, states, or urban or suburban areas; |
| ● | levels of inventory shrinkage and damages; |
| ● | failure to successfully manage inventory balances and in-stock levels, as well as to predict customer trends, spending levels, or price sensitivity; |
| ● | failure to maintain the security of our business, customer, employee or vendor information or to comply with privacy laws, or our or one of our vendors falling victim to a cyberattack (which risk is heightened as a result of political uncertainty involving China, the conflict between Russia and Ukraine and the conflict in the Middle East) that prevents us from operating all or a portion of our business; |
| ● | damage or interruption to our information systems as a result of external factors, staffing shortages or challenges in maintaining or updating our existing technology or developing, implementing or integrating new technology (including artificial intelligence); |
| ● | a significant disruption to our distribution network, the capacity of our distribution centers or the timely receipt of inventory; increased fuel or transportation costs (including those related to the conflict in the Middle East); issues related to supply chain disruptions or seasonal buying pattern disruptions; or delays in constructing, opening or staffing new distribution centers (including temperature-controlled distribution centers); |
| ● | risks and challenges associated with sourcing merchandise from suppliers, including, but not limited to, those related to international trade (for example, increasing tariffs on imported goods, political uncertainty involving China, disruptive political events such as the conflict between Russia and Ukraine and the conflict in the Middle East, the dynamic and uncertain tariff environment, and port labor disputes/agreements); |
| ● | natural disasters, unusual weather conditions (whether or not caused by climate change), pandemic outbreaks or other health crises, political or civil unrest, acts of war, violence or terrorism, and disruptive |
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| global political events (for example, political uncertainty involving China, the conflict between Russia and Ukraine and the conflict in the Middle East); |
| ● | product liability, product recall or product safety, labeling or other product-related claims; |
| ● | incurrence of material uninsured losses, excessive insurance costs or accident costs; |
| ● | failure to attract, develop and retain qualified employees while controlling labor costs (including the possibility of increased federal, and further increased state and/or local minimum wage rates/salary levels), and other labor issues, including employee expectations and productivity and employee safety issues; |
| ● | loss of key personnel or inability to hire additional qualified personnel, ability to successfully execute management transitions within our senior leadership, or inability to enforce non-compete agreements that we have in place with management personnel or enter into new non-compete agreements; |
| ● | risks associated with our private brands, including, but not limited to, our level of success in improving their gross profit rate at expected levels; |
| ● | failure to protect our reputation; |
| ● | seasonality of our business; |
| ● | reliance on third parties in many aspects of our business; |
| ● | deterioration in market conditions, including market disruptions, adverse conditions in the financial markets including financial institution failures, limited liquidity and interest rate increases, changes in our credit profile (including our current increased debt levels or any downgrade to our credit ratings), compliance with covenants and restrictions under our debt agreements, and the amount of our available excess capital; |
| ● | impact of market and other factors on the volatility of our common stock price; |
| ● | the impact of changes in or noncompliance with governmental regulations and requirements, including, but not limited to, those dealing with the sale of products, including without limitation, product and food safety, marketing, labeling or pricing; information security and privacy; labor and employment; employee wages, salary levels and benefits (including the possibility of increased federal, and further increased state and/or local minimum wage rates/salary levels); health and safety; real property; public accommodations; imports and customs; transportation; intellectual property; bribery and anti-corruption; climate change; and environmental compliance (including any required public disclosures related thereto), as well as tax laws and policies (including those related to federal, state or foreign corporate income taxes), the interpretation of existing tax laws, the expiration of the Work Opportunity Tax Credit, or our failure to sustain our reporting positions negatively affecting our overall effective tax rate, and uncertainty surrounding potential changes to the regulatory environment under the current U.S. administration; |
| ● | developments in or outcomes of private actions, class actions, multi-district litigation, arbitrations, derivative actions, administrative proceedings, regulatory actions or other litigation or of inquiries from federal, state and local agencies, regulatory authorities, attorneys general, committees, subcommittees and members of the U.S. Congress, and other local, state, federal and international governmental authorities; |
| ● | new accounting guidance or changes in the interpretation or application of existing guidance; |
| ● | factors disclosed under “Risk Factors” in Part I, Item 1A of our Form 10-K for the fiscal year ended January 30, 2026; and |
| ● | factors disclosed elsewhere in this document (including, without limitation, in conjunction with the forward-looking statements themselves) and other factors. |
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All forward-looking statements are qualified in their entirety by these and other cautionary statements that we make from time to time in our other Securities and Exchange Commission filings and public communications. You should evaluate forward-looking statements in the context of these risks and uncertainties and are cautioned to not place undue reliance on such forward-looking statements. We caution you that the important factors referenced above may not contain all of the factors that are important to you. We cannot assure you that we will realize the results, performance or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements in this report are made only as of the date hereof. We undertake no obligation, and specifically disclaim any duty, to update or revise any forward-looking statement as a result of new information, future events or circumstances, or otherwise, except as otherwise required by law.
You should also be aware that while we do, from time to time, communicate with securities analysts and others, it is against our policy to disclose to them any material, nonpublic information or other confidential commercial information. Accordingly, shareholders should not assume that we agree with any statement or report issued by any securities analyst regardless of the content of the statement or report. Furthermore, we have a policy against confirming projections, forecasts or opinions issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not our responsibility.
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PART I—FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS.
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
| | (Unaudited) | | |
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| | July 31, | | January 30, | | ||
| | 2026 | | 2026 |
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ASSETS | | | | | | ||
Current assets: | | | | | | | |
Cash and cash equivalents | | $ | | | $ | | |
Merchandise inventories | |
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Income taxes receivable | | | | | | | |
Prepaid expenses and other current assets | |
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Total current assets | |
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Net property and equipment | |
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Operating lease assets | | | | | | | |
Goodwill | |
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Other intangible assets, net | |
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Other assets, net | |
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Total assets | | $ | | | $ | | |
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LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | |
Current liabilities: | | | | | | | |
Current portion of long-term obligations | | $ | | | $ | | |
Current portion of operating lease liabilities | | | | | | | |
Accounts payable | |
| | | | | |
Accrued expenses and other | |
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Income taxes payable | |
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Total current liabilities | |
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Long-term obligations | |
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Long-term operating lease liabilities | | | | | | | |
Deferred income taxes | |
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Other liabilities | |
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Total liabilities | | | | | | | |
Commitments and contingencies (Note 7) | | | | | | | |
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Shareholders’ equity: | | | | | | | |
Preferred stock | |
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Common stock | |
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Additional paid-in capital | |
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Retained earnings | |
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Accumulated other comprehensive income (loss) | |
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Total shareholders’ equity | |
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Total liabilities and shareholders' equity | | $ | | | $ | | |
See notes to consolidated financial statements.
6
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)
| | For the 13 weeks ended | | For the 26 weeks ended | | ||||||||
| | July 31, | | August 1, | | July 31, | | August 1, |
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| | 2026 | | 2025 | | 2026 | | 2025 | | ||||
Net sales | | $ | | | $ | | | $ | | | $ | | |
Cost of goods sold | |
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Gross profit | |
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Selling, general and administrative expenses | |
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Operating profit | |
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Interest expense, net | |
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Income before income taxes | |
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Income tax expense | |
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Net income | | $ | | | $ | | | $ | | | $ | | |
Earnings per share: | | | | | | | | | | | | | |
Basic | | $ | | | $ | | | $ | | | $ | | |
Diluted | | $ | | | $ | | | $ | | | $ | | |
Weighted average shares outstanding: | | | | | | | | | | | | | |
Basic | |
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Diluted | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Dividends per share | | $ | | | $ | | | $ | | | $ | | |
See notes to consolidated financial statements.
7
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands)
| For the 13 weeks ended | | For the 26 weeks ended | ||||||||
| July 31, | | August 1, | | July 31, | | August 1, | ||||
| 2026 | | 2025 | | 2026 | | 2025 | ||||
Net income | $ | | | $ | | | $ | | | $ | |
Unrealized net gain (loss) on hedged transactions and currency translation, net of related income tax expense (benefit) of $( |
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Comprehensive income | $ | | | $ | | | $ | | | $ | |
See notes to consolidated financial statements.
8
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
(In thousands, except per share amounts)
| | | | | | | | | | | | | Accumulated | | | | | |
| | Common | | | | | Additional | | | | | Other | | | | | ||
| | Stock | | Common | | Paid-in | | Retained | | Comprehensive | | | | | ||||
| | Shares | | Stock | | Capital | | Earnings | | Income (Loss) | | Total | | |||||
Balances, May 1, 2026 |
| | | $ | | | $ | | | $ | | | $ | | | $ | | |
Net income |
| — | | | — | | | — | | | | | | — | |
| | |
Dividends paid, $ | | — | | | — | | | — | | | ( | | | — | | | ( | |
Unrealized net gain (loss) on hedged transactions and currency translation |
| — | | | — | | | — | | | — | | | | |
| | |
Share-based compensation expense |
| — | | | — | | | | | | — | | | — | |
| | |
Other equity and related transactions |
| | | | | | | | | | — | | | — | |
| | |
Balances, July 31, 2026 |
| | | $ | | | $ | | | $ | | | $ | | | $ | | |
| | | | | | | | | | | | | | | | | | |
Balances, May 2, 2025 |
| | | $ | | | $ | | | $ | | | $ | | | $ | | |
Net income |
| — | |
| — | |
| — | |
| | |
| — | |
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Dividends paid, $ | | — | | | — | | | — | | | ( | | | — | | | ( | |
Unrealized net gain (loss) on hedged transactions and currency translation |
| — | |
| — | |
| — | |
| — | |
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Share-based compensation expense |
| — | |
| — | |
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| — | |
| — | |
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Other equity and related transactions |
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| — | |
| — | |
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Balances, August 1, 2025 |
| | | $ | | | $ | | | $ | | | $ | | | $ | | |
| | | | | | | | | | | | | | | | | | |
Balances, January 30, 2026 |
| | | $ | | | $ | | | $ | | | $ | | | $ | | |
Net income |
| — | | | — | | | — | | | | | | — | |
| | |
Dividends paid, $ | | — | | | — | | | — | | | ( | | | — | | | ( | |
Unrealized net gain (loss) on hedged transactions and currency translation |
| — | | | — | | | — | | | — | | | | |
| | |
Share-based compensation expense |
| — | | | — | | | | | | — | | | — | |
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Other equity and related transactions |
| | | | | | | ( | | | — | | | — | |
| ( | |
Balances, July 31, 2026 |
| | | $ | | | $ | | | $ | | | $ | | | $ | | |
| | | | | | | | | | | | | | | | | | |
Balances, January 31, 2025 |
| | | $ | | | $ | | | $ | | | $ | | | $ | | |
Net income |
| — | |
| — | |
| — | |
| | |
| — | |
| | |
Dividends paid, $ | | — | | | — | | | — | | | ( | | | — | | | ( | |
Unrealized net gain (loss) on hedged transactions and currency translation |
| — | |
| — | |
| — | |
| — | |
| | |
| | |
Share-based compensation expense |
| — | |
| — | |
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| — | |
| — | |
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Other equity and related transactions |
| | |
| | |
| ( | |
| — | |
| — | |
| ( | |
Balances, August 1, 2025 |
| | | $ | | | $ | | | $ | | | $ | | | $ | | |
See notes to consolidated financial statements.
9
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
| | For the 26 weeks ended |
| ||||
| | July 31, | | August 1, |
| ||
| | 2026 | | 2025 |
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Cash flows from operating activities: | | | | | | | |
Net income | | $ | | | $ | | |
Adjustments to reconcile net income to net cash from operating activities: | | | | | | | |
Depreciation and amortization | |
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Deferred income taxes | |
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Noncash share-based compensation | |
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Other noncash (gains) and losses | |
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Change in operating assets and liabilities: | | | | | | | |
Merchandise inventories | |
| ( | |
| | |
Prepaid expenses and other current assets | |
| ( | |
| ( | |
Accounts payable | |
| | |
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Accrued expenses and other liabilities | |
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Income taxes | |
| ( | |
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Other | |
| ( | |
| ( | |
Net cash provided by (used in) operating activities | |
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| | | | | | | |
Cash flows from investing activities: | | | | | | | |
Purchases of property and equipment | |
| ( | |
| ( | |
Proceeds from sales of property and equipment | |
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Net cash provided by (used in) investing activities | |
| ( | |
| ( | |
| | | | | | | |
Cash flows from financing activities: | | | | | | | |
Repayments of long-term obligations | |
| ( | |
| ( | |
Costs associated with issuance of debt | |
| — | |
| ( | |
Payments of cash dividends | | | ( | | | ( | |
Other equity and related transactions | |
| ( | |
| ( | |
Net cash provided by (used in) financing activities | |
| ( | |
| ( | |
Net increase (decrease) in cash and cash equivalents | |
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Cash and cash equivalents, beginning of period | |
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Cash and cash equivalents, end of period | | $ | | | $ | | |
| | | | | | | |
Supplemental noncash investing and financing activities: | | | | | | | |
Right of use assets obtained in exchange for new operating lease liabilities | | $ | | | $ | | |
Purchases of property and equipment awaiting processing for payment, included in Accounts payable | | $ | | | $ | | |
See notes to consolidated financial statements.
10
DOLLAR GENERAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
1. | Basis of presentation |
The accompanying unaudited consolidated financial statements of Dollar General Corporation (which individually or together with its subsidiaries, as the context requires, is referred to as the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and are presented in accordance with the requirements of Form 10-Q and Rule 10-01 of Regulation S-X. Such financial statements consequently do not include all of the disclosures normally required by U.S. GAAP for annual financial statements or those normally made in the Company’s Annual Report on Form 10-K, including the consolidated balance sheet as of January 30, 2026, which was derived from the audited consolidated financial statements at that date. Accordingly, readers of this Quarterly Report on Form 10-Q should refer to the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2026 for additional information.
The Company’s fiscal year ends on the Friday closest to January 31. Unless the context requires otherwise, references to years contained herein pertain to the Company’s fiscal year. The Company’s 2026 fiscal year is scheduled to be a
The accompanying unaudited consolidated financial statements have been prepared in accordance with the Company’s customary accounting practices. In management’s opinion, all adjustments (which are of a normal recurring nature) necessary for a fair presentation of the consolidated financial position as of July 31, 2026, and results of operations for the 13-week and 26-week accounting periods ended July 31, 2026 and August 1, 2025, have been made.
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Because the Company’s business is moderately seasonal, the results for interim periods are not necessarily indicative of the results to be expected for the entire year.
The Company uses the last-in, first-out (“LIFO”) method of valuing inventory. An actual valuation of inventory under the LIFO method is made at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels, sales for the year and the expected rate of inflation or deflation for the year. The interim LIFO calculations are subject to adjustment in the final year-end LIFO inventory valuation. The Company recorded a LIFO provision of $
We utilize supply chain finance programs whereby qualifying suppliers may elect at their sole discretion to sell our payment obligations to designated third-party financial institutions. As of July 31, 2026 and January 30, 2026, the amount of obligations outstanding that the Company has confirmed with the financial institutions under the supply chain finance program were $
In September 2025, the Financial Accounting Standards Board (“FASB”) issued new amendments to the accounting for internal-use software. The amendments remove all references to prescriptive and sequential software development stages. The update is effective for fiscal years beginning after December 15, 2027. The Company is currently assessing the impact of the adoption of this update to its consolidated financial condition, results of operations, and cash flows.
In November 2024, the FASB issued new required disclosures for disaggregated expense information. The update is intended to improve the disclosures about expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The update is effective for fiscal years beginning after December 15, 2026. The Company is currently assessing the impact of the adoption of this disclosure.
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2. | Earnings per share |
Earnings per share is computed as follows (in thousands, except per share data):
| | 13 Weeks Ended July 31, 2026 | | | 13 Weeks Ended August 1, 2025 | | ||||||||||||
| | | | Weighted | | | | | | | Weighted | | |
| ||||
| | Net | | Average | | Per Share | | | Net | | Average | | Per Share | | ||||
| | Income | | Shares | | Amount | | | Income | | Shares | | Amount | | ||||
Basic earnings per share | | $ | |
| | | $ | | | | $ | |
| | | $ | | |
Effect of dilutive share-based awards | | | |
| | | | | | | | |
| | | | | |
Diluted earnings per share | | $ | |
| | | $ | | | | $ | |
| | | $ | | |
| | | | | | | | | | | | | | | | | | |
| | 26 Weeks Ended July 31, 2026 | | | 26 Weeks Ended August 1, 2025 | | ||||||||||||
| | | | Weighted | | | | | | | Weighted | | | | ||||
| | Net | | Average | | Per Share | | | Net | | Average | | Per Share | | ||||
| | Income | | Shares | | Amount | | | Income | | Shares | | Amount | | ||||
Basic earnings per share | | $ | |
| | | $ | | | | $ | |
| | | $ | | |
Effect of dilutive share-based awards | | | |
| | | | | | | | |
| | | | | |
Diluted earnings per share | | $ | |
| | | $ | | | | $ | |
| | | $ | | |
Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is determined based on the dilutive effect of share-based awards using the treasury stock method.
Share-based awards that were outstanding at the end of the respective periods but were not included in the computation of diluted earnings per share because the effect of exercising such awards would be antidilutive, were approximately
3. | Income taxes |
Under the accounting standards for income taxes, the asset and liability method is used for computing the future income tax consequences of events that have been recognized in the Company’s consolidated financial statements or income tax returns.
Income tax reserves are determined using the methodology established by accounting standards for income taxes which require companies to assess each income tax position taken using the following two-step approach. A determination is first made as to whether it is more likely than not that the position will be sustained, based upon the technical merits, upon examination by the taxing authorities. If the tax position is expected to meet the more likely than not criteria, the benefit recorded for the tax position equals the largest amount that is greater than 50% likely to be realized upon ultimate settlement of the respective tax position.
As of July 31, 2026, the total reserves for uncertain tax benefits, interest expense related to income taxes and potential income tax penalties were $
The Company’s reserve for uncertain tax positions is expected to be reduced by $
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The Company’s 2021 and earlier tax years are not open for further examination by the Internal Revenue Service (“IRS”). The IRS, at its discretion, may choose to examine the Company’s 2022 through 2024 fiscal year income tax filings. The Company has various state income tax examinations that are currently in progress. Generally, with few exceptions, the Company’s 2022 and later tax years remain open for examination by the various state taxing authorities.
The effective income tax rate for the 13-week and 26-week periods ended July 31, 2026 were
The Company received a significant income tax benefit from wages paid to certain newly hired employees who qualified for federal jobs credits, principally the Work Opportunity Tax Credit (“WOTC”), in prior periods. The WOTC program previously authorized under the Consolidated Appropriations Act of 2021 expired for employees hired after December 31, 2025. For the 13-week and 26-week periods ended July 31, 2026, the expiration of the WOTC program negatively impacted our effective tax rate and, absent reauthorization, will continue to negatively impact future quarters.
The Organization of Economic Cooperation and Development proposed a global minimum tax of 15% on a country-by-country basis (“Pillar Two”). Pursuant to Pillar Two, countries have enacted minimum tax rates of 15% effective for the 2024 tax year while other countries have enacted proposed legislation making the 15% minimum tax rate effective for the 2025 tax year or later. The Company operates in a country that enacted the 15% minimum tax rate beginning in 2025. The minimum tax did not have a material impact on tax expense on an annual basis.
The One Big Beautiful Bill Act (“OBBBA”), which was enacted on July 4, 2025, provides full bonus depreciation for certain assets placed into service after January 19, 2025, as well as an election to expense U.S. incurred research or experimental expenditures. The impact of OBBBA significantly decreased our U.S. cash taxes in 2025 but had no material impact to our effective tax rate.
4.Leases
As of July 31, 2026, the Company’s primary leasing activities were real estate leases for most of its retail store locations and certain of its distribution facilities. Substantially all of the Company’s leases are classified as operating leases, and the associated assets and liabilities are presented as separate captions in the consolidated balance sheets. Finance lease assets are included in net property and equipment, and finance lease liabilities are included in long-term obligations, in the consolidated balance sheets. At July 31, 2026, the weighted-average remaining lease term for the Company’s operating leases was
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5. | Current and long-term obligations |
Current and long-term obligations consist of the following:
| | July 31, | | January 30, |
| ||
(In thousands) | | 2026 | | 2026 |
| ||
Revolving Facility | | $ | — | | $ | — | |
Unsecured commercial paper notes | | | — | | | — | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Other | | | | | | | |
Debt issuance costs, net | |
| ( | |
| ( | |
| | $ | | | $ | | |
Less: current portion | |
| ( | |
| ( | |
Long-term obligations | | $ | | | $ | | |
Revolving Facility
On September 3, 2024, the Company entered into an amended and restated credit agreement which provides for a $
Borrowings under the Revolving Facility bear interest at a rate equal to an applicable interest rate margin plus, at the Company’s option, either (a) Adjusted Term SOFR (which is Term SOFR (as published by CME Group Benchmark Administration Limited) plus a credit spread adjustment of
The credit agreement governing the Revolving Facility contains a number of customary affirmative and negative covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to: incur additional liens; sell all or substantially all of the Company’s assets; consummate certain fundamental changes or changes in the Company’s lines of business; and incur additional subsidiary indebtedness. The credit agreement governing the Revolving Facility also contains financial covenants which require the maintenance of a minimum fixed charge coverage ratio and a maximum leverage ratio. The credit agreement governing the Revolving Facility also contains customary events of default. As of July 31, 2026, the Company was in compliance with all covenants pertaining to the Revolving Facility.
As of July 31, 2026, the Company had
Commercial Paper
As of July 31, 2026, the Company had a commercial paper program under which the Company may issue unsecured commercial paper notes (the “CP Notes”) from time to time in an aggregate amount not to exceed $
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outstanding at any time. The CP Notes may have maturities of up to
6. | Assets and liabilities measured at fair value |
Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, fair value accounting standards establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The Company does not have any fair value measurements categorized within Level 3 as of July 31, 2026.
The following table presents the Company’s liabilities required to be measured at fair value as of July 31, 2026, aggregated by the level in the fair value hierarchy within which those measurements are classified.
| | | | | | | | | | | | | |
| | Quoted Prices | | | | | | | | | |
| |
| | in Active | | | | | | | | | | | |
| | Markets | | Significant | | | | | | | | ||
| | for Identical | | Other | | Significant | | Total Fair | | ||||
| | Assets and | | Observable | | Unobservable | | Value at | | ||||
| | Liabilities | | Inputs | | Inputs | | July 31, | | ||||
(In thousands) | | (Level 1) | | (Level 2) | | (Level 3) | | 2026 | | ||||
Liabilities: | | | | | | | | | | | | | |
Current and long-term obligations (a) | | $ | | | $ | | | $ | — | | $ | | |
Deferred compensation (b) | |
| | |
| — | |
| — | |
| | |
| (a) | Included in the consolidated balance sheet at book value as current portion of long-term obligations of $ |
| (b) | Reflected at fair value in the consolidated balance sheet as accrued expenses and other current liabilities of $ |
7.Commitments and contingencies
Legal proceedings
From time to time, the Company is a party to various legal matters in the ordinary course of its business, including actions by employees, consumers, suppliers, government agencies, or others. The Company has recorded accruals with respect to these matters, where appropriate, which are reflected in the Company’s consolidated financial statements. For some matters, a liability is not probable or the amount cannot be reasonably estimated and therefore an accrual has not been made.
On November 27, 2023, and November 30, 2023, respectively, the following putative shareholder class action lawsuits were filed in the United States District Court for the Middle District of Tennessee in which the plaintiffs allege that during the putative class periods noted below, the Company and certain of its current and former officers violated the federal securities laws by misrepresenting the impact of alleged store labor, inventory, pricing and other practices on the Company’s financial results and prospects: Washtenaw County Employees’ Retirement System v. Dollar General Corporation, et al. (Case No. 3:23-cv-01250) (putative class period of May 28, 2020 to August 30, 2023) (“Washtenaw County”); Robert J. Edmonds v. Dollar General Corporation, et al. (Case No. 3:23-cv-01259) (putative class period of February 23, 2023 to August 31, 2023) (“Edmonds”) (collectively, the “Shareholder Securities Litigation”). The plaintiffs seek compensatory damages, equitable/injunctive relief, pre- and post-judgment interest and attorneys’ fees and costs. The Edmonds matter was voluntarily dismissed on January 19, 2024. On April 4, 2024, the court appointed lead plaintiffs and lead counsel in the Shareholder Securities Litigation. On June 17, 2024, lead plaintiffs filed a
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consolidated amended complaint, adding a claim that lead plaintiffs and certain members of the putative class purchased shares of the Company’s common stock contemporaneously with common stock sales by certain individual defendants. On October 17, 2024, lead plaintiffs filed a second consolidated amended complaint, expanding the putative class period to cover May 28, 2020 to August 28, 2024. On November 15, 2024, defendants moved to dismiss the second consolidated amended complaint, and on June 23, 2025, the court granted defendants’ motion without prejudice. On August 25, 2025, the lead plaintiffs filed a motion for leave to amend the second consolidated amended complaint, attaching the proposed third consolidated amended complaint. The defendants filed their opposition to the motion to amend on October 25, 2025. On March 24, 2026, the court granted the motion to amend, and lead plaintiffs filed a third consolidated amended complaint that does not alter the claims, defendants or putative class period but includes additional allegations in support of the previously asserted claims. On April 21, 2026, defendants moved to dismiss the third consolidated amended complaint. Briefing on defendants’ motion to dismiss was completed on May 29, 2026.
At this time, it is not possible to estimate the value of the claims asserted in the Shareholder Securities Litigation or the potential range of loss in this matter, and no assurances can be given that the Company will be successful in its defense on the merits or otherwise. However, if the Company is not successful in its defense efforts, the resolution of the Shareholder Securities Litigation could have a material adverse effect on the Company’s consolidated financial statements as a whole.
On January 26 and 29, 2024, and February 1, 2024, respectively, the following shareholder derivative actions were filed in the United States District Court for the Middle District of Tennessee in which the plaintiff shareholders, purportedly on behalf and for the benefit of the Company, allege that certain of the Company’s current and former officers and directors (i) violated their fiduciary duties by misrepresenting the impact of alleged store labor, inventory pricing, and other practices on the Company’s financial results, prospects, and reputation, as well as creating a risk of adverse regulatory action; (ii) wasted corporate assets; and (iii) were unjustly enriched: Nathan Silva v. Todd J. Vasos, et. al. (Case No. 3:24-cv-00083) (“Silva”); Terry Dunn v. Todd J. Vasos, et. al. (Case No. 3:24-cv-00093) (“Dunn”); Kathryn A. Caliguiri Inh Ira Bene Of Catherine Sugarbaker v. Todd J. Vasos, et. al. (Case No. 3:24-cv-00117) (“Caliguiri”) (collectively, the “Federal Court Shareholder Derivative Litigation”). The Silva complaint also alleges certain of the Company’s current and former officers and directors violated federal securities laws and aided and abetted breach of fiduciary duty and that Mr. Vasos violated his fiduciary duties by misusing material, non-public information. The Dunn and Caliguiri complaints additionally allege that certain of the Company’s officers and directors violated their fiduciary duties by recklessly or negligently disregarding workplace safety practices, and that Mr. Vasos, John Garratt and Patricia Fili-Krushel violated their fiduciary duties by misusing material, non-public information. The plaintiffs in the Federal Court Shareholder Derivative Litigation seek both non-monetary and monetary relief for the benefit of the Company. On April 2, 2024, the court consolidated the Silva, Dunn, and Caliguiri actions. On May 2, 2024, the Silva action was dismissed. On May 22, 2024, the court entered an order staying the Dunn and Caliguiri actions pending resolution of the defendants’ anticipated motion to dismiss in the Shareholder Securities Litigation. On July 21, 2025, the court extended the stay pending the court’s ruling on plaintiffs’ motion for leave to file a further amended complaint in the Shareholder Securities Action. On April 22, 2026, the court further extended the stay pending resolution of the defendants’ anticipated motion to dismiss the third amended complaint in the Shareholder Securities Action.
On March 26, 2024 and March 28, 2024, respectively, the following shareholder derivative actions were filed in the Chancery Court for Davidson County, Tennessee: Todd Hellrigel v. Todd J. Vasos et al. (Case No. 24-0392-I) (“Hellrigel"); Steve Southwell v. Todd Vasos, et al. (Case No. 24-0379-I) (“Southwell”) (collectively, the “State Court Shareholder Derivative Litigation”). The claims in the State Court Shareholder Derivative Litigation include allegations that certain of the Company’s current and former officers and directors (i) violated their fiduciary duties by misrepresenting the impact of alleged store labor, inventory pricing and other practices on the Company’s financial results, prospects, and reputation, as well as creating a risk of adverse regulatory action; (ii) were unjustly enriched; and (iii) that Mr. Vasos, Mr. Garratt, Warren Bryant, and Ms. Fili-Krushel violated their fiduciary duties by misusing material, non-public information. The relief sought is substantially the same as the relief sought in the Federal Court Derivative Shareholder Litigation. On May 20, 2024, the court entered an agreed order consolidating the Hellrigel and Southwell actions, appointing lead counsel, and staying the State Court Shareholder Derivative Litigation pending resolution of defendants’ anticipated motion to dismiss the Shareholder Securities Litigation. On July 23, 2025, the court extended the stay pending the court’s ruling on plaintiffs’ motion for leave to file a further amended complaint in the Shareholder Securities Action. On April 23, 2026, the court further extended the stay pending resolution of the defendants’ anticipated motion to dismiss the third amended complaint in the Shareholder Securities Action.
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Based on information currently available, the Company believes that its pending legal matters, both individually and in the aggregate, will be resolved without a material adverse effect on the Company’s consolidated financial statements as a whole. However, litigation and other legal matters involve an element of uncertainty. Adverse decisions and settlements, including any required changes to the Company’s business, or other developments in such matters could affect the consolidated operating results in future periods or result in liability or other amounts material to the Company’s annual consolidated financial statements.
8. | Segment reporting |
The Company manages its business on the basis of
| | 13 Weeks Ended | | 26 Weeks Ended | | ||||||||
| | July 31, | | August 1, | | July 31, | | August 1, | | ||||
(in thousands) | | 2026 | | 2025 | | 2026 | | 2025 |
| ||||
Classes of similar products: | | | | | | | | | | | | | |
Consumables | | $ | | | $ | | | $ | | | $ | | |
Seasonal | |
| | |
| | |
| | |
| | |
Home products | |
| | |
| | |
| | |
| | |
Apparel | |
| | |
| | |
| | |
| | |
Net sales | | $ | | | $ | | | $ | | | $ | | |
The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer. The measure of profit or loss utilized by the CODM in assessing segment performance and allocating resources is net income as presented on the Company’s consolidated statements of income. The measure of segment assets is reported on the balance sheet as total consolidated assets. Net income is used to evaluate income generated from the use of segment assets which aids in the determination of the allocation of Company resources. Net income is also utilized to monitor budget versus actual results. The following is a reconciliation of segment revenue and significant segment expenses to net income, the measure of profit or loss:
| | 13 Weeks Ended | | 26 Weeks Ended | | | ||||||||
| | July 31, | | August 1, | | July 31, | | August 1, | | | ||||
(in thousands) | | 2026 | | 2025 | | 2026 | | 2025 | |
| ||||
Net sales | | $ | | | $ | | | $ | | | $ | | | |
Less: | | | | | | | | | | | | | | |
Shrink included in cost of goods sold | |
| | |
| | |
| | |
| | | |
Cost of goods sold, excluding shrink(b) | |
| | |
| | |
| | |
| | | |
Interest expense, net | | | | | | | | | | | | | | |
Income tax expense | | | | | | | | | | | | | | |
Other segment items (a)(b) | |
| | |
| | |
| | |
| | | |
Consolidated net income | | $ | | | $ | | | $ | | | $ | | | |
(a) Other segment items include all remaining SG&A expenses and other (income) expense as disclosed in the consolidated statements of income which were not deemed individually significant for disclosure. These expense items include rent expense as disclosed in Note 4.
(b) Depreciation and amortization expense included in cost of goods sold, SG&A expenses and interest expense, net was approximately $
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9. | Common stock transactions |
As of July 31, 2026, the Company had approximately $
During the 26-week periods ended July 31, 2026 and August 1, 2025, the Company repurchased
The Company paid a cash dividend of $
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of Dollar General Corporation
Results of Review of Interim Financial Statements
We have reviewed the accompanying consolidated balance sheet of Dollar General Corporation and subsidiaries (the Company) as of July 31, 2026, the related consolidated statements of income, comprehensive income, and shareholders’ equity for the thirteen and twenty-six week periods ended July 31, 2026 and August 1, 2025, and cash flows for the twenty-six week periods ended July 31, 2026 and August 1, 2025, and the related notes (collectively referred to as the “consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet of the Company as of January 30, 2026, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for the year then ended, and the related notes (not presented herein); and in our report dated March 20, 2026, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of January 30, 2026, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
| /s/ Ernst & Young LLP |
| |
Nashville, Tennessee | |
August 27, 2026 | |
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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
General
This discussion and analysis is based on, should be read with, and is qualified in its entirety by, the accompanying unaudited consolidated financial statements and related notes, as well as our consolidated financial statements and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations as contained in our Annual Report on Form 10-K for the fiscal year ended January 30, 2026. It also should be read in conjunction with the disclosure under “Cautionary Disclosure Regarding Forward-Looking Statements” in this report.
Executive Overview
We are the largest discount retailer in the United States by number of stores, with 21,148 stores located in 48 U.S. states and Mexico as of July 31, 2026, with the greatest concentration of stores in the southern, southwestern, midwestern and eastern United States. We offer a broad selection of merchandise, including consumable products such as food, paper and cleaning products, health and beauty products and pet supplies, and non-consumable products such as seasonal merchandise, home decor and domestics, and basic apparel. Our merchandise includes national brands from leading manufacturers, as well as our own private brand selections with prices often at substantial discounts to national brands. We offer our customers these national brand and private brand products at everyday low prices (typically $10 or less) from our convenient small-box locations.
We believe our convenient store formats, locations, and broad selection of high-quality products at compelling values have driven our substantial growth and financial success over the years and through a variety of economic cycles. We are mindful that the majority of our customers are value-conscious, and many have low and/or fixed incomes. As a result, we are intensely focused on helping our customers make the most of their spending dollars. The primary macroeconomic factors that affect our core customers include unemployment and underemployment rates, inflation (including, but not limited to, high or rising gas prices), wage growth, changes in federal and state tax policies, interest rates, changes in U.S. and global trade policy (including resulting price increases), and changes in U.S. government policy and assistance programs (including cost of living adjustments and work requirements), such as SNAP, unemployment benefits, and economic stimulus programs. Finally, significant unseasonable or unusual weather patterns or extreme weather can impact customer shopping behaviors.
Uncertainty remains regarding the potential impact of tariffs on consumer behavior and our business. Tariff rates on both direct imports and domestic purchases did not materially impact our financial results for the second quarter of 2026. The tariff environment remains dynamic, and the specific tariffs applicable to goods imported by us and our suppliers into the U.S. may continue to evolve. Tariff rate increases or expansions of tariff coverage affecting the products that we sell could have a significant impact on our business and on our customers’ budgets. We continue to monitor developments and will evaluate the impact of any tariff rate changes on our business and take action to mitigate such impact. There can be no assurance we will be successful in our efforts, or that pricing actions, including any future price increases, will not adversely affect customer behavior. During the second quarter of 2026, we began receiving cash refunds related to IEEPA tariffs that we had previously paid. We received the majority of the expected refunds during the quarter and reinvested a substantial portion of the refunds in our customer value proposition through targeted promotional activities and lower everyday prices.
Our core customers are often among the first to be affected by negative or uncertain economic conditions and among the last to feel the effects of improving economic conditions, particularly when trends are inconsistent and of an uncertain duration. Our customers continue to feel constrained in the current macroeconomic environment and to experience elevated expenses that generally comprise a large portion of their household budgets, such as rent, healthcare, energy and fuel prices, as well as cost inflation in frequently purchased household products (including food), which we expect will continue to pressure our customers’ spending overall.
We remain committed to our long-term operating priorities as we consistently strive to improve our performance while retaining our customer-centric focus. These priorities include: 1) driving profitable sales growth, 2) capturing growth opportunities, 3) enhancing our position as a low-cost operator, and 4) investing in the growth and development of our teams.
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We seek to drive profitable sales growth through initiatives aimed at increasing customer traffic and average transaction amount. Historically, sales in our consumables category, which tend to have lower gross margins, have been key drivers of net sales and customer traffic, while sales in our non-consumables categories, which tend to have higher gross margins, have been key drivers of more profitable sales growth and average transaction amount. Our sales mix remains heavily weighted towards consumables, although non-consumables have outpaced consumables in same-store sales growth for the last six consecutive quarters. Certain of our initiatives are intended to better optimize our sales mix; however, there can be no assurances that these efforts will be successful.
As we work to provide everyday low prices and meet our customers’ affordability needs, we remain focused on enhancing our margins through inventory shrink and damage reduction initiatives (which helped to partially mitigate our significant fuel costs), as well as pricing and markdown optimization, the DG Media Network (our platform that connects brand partners with our customers), effective category management and inventory reduction efforts, distribution and transportation efficiencies, private brands penetration and global sourcing strategies. Several of our strategic and other sales-driving initiatives are also designed to capture growth opportunities.
Inventory shrink has significantly improved from elevated levels in recent years, and although damages remain elevated, we made progress reducing damages in the second quarter of 2026. We continue to implement actions designed to drive sustained improvement in both shrink and damages.
We continue to implement and invest in certain strategic initiatives intended to drive profitable sales growth with both new and existing customers and capture long-term growth opportunities. Such initiatives include providing our customers with a variety of shopping access points and even greater value and convenience by leveraging and developing digital tools and technology, such as our Dollar General app, which contains a variety of tools to enhance the shopping experience. We remain focused on enhancing both the in-store and digital shopping experience, while driving operational efficiency. The delivery component of our digital initiatives contributes meaningfully to our comparable store sales performance. Third-party delivery services and myDG® Delivery are available in the majority of our stores, providing added convenience and incremental sales. We believe these digital efforts will contribute to the continued growth of our DG Media Network.
We have continued our efforts to improve the performance and profitability of our mature stores through our remodel program, which includes both full remodels under Project Renovate and partial remodels under Project Elevate. Together, these remodel programs are designed to refresh and optimize merchandising and store presentation, enhance the shopping experience for our customers, and potentially mitigate future repairs and maintenance expense.
We also remain focused on capturing growth opportunities. In 2026, we plan to open approximately 450 new stores (as well as approximately 10 stores in Mexico), remodel approximately 2,000 stores through Project Renovate, remodel approximately 2,250 stores through Project Elevate, and relocate approximately 20 stores, for a total of 4,730 real estate projects. As part of this plan, in the second quarter of 2026 we opened a total of 126 new stores, including 1 store in Mexico, remodeled 665 stores through Project Renovate and 711 stores through Project Elevate, relocated 5 stores and closed 33 stores.
We expect store format innovation to allow us to capture additional growth opportunities as we continue to utilize the most productive of our various Dollar General store formats based on the specific market opportunity. In 2026, we are utilizing store formats averaging approximately 8,500 square feet of selling space for the significant majority of new stores. These formats allow for expanded high-capacity-cooler counts, an extended queue line, and a broader product assortment, including an enhanced non-consumable offering, a larger health and beauty section, and produce in select stores.
Finally, pOpshelf, our unique retail concept focused on categories such as seasonal and home décor, health and beauty, home cleaning supplies, and party and entertainment goods, represents an additional potential growth opportunity. At the end of the second quarter of 2026, we operated 179 standalone pOpshelf stores. We continue to take focused actions designed to improve the performance of pOpshelf stores, although there can be no assurances that our efforts will be successful.
We always seek ways to reduce or control costs that do not affect our customers’ shopping experiences. We plan to continue enhancing our position as a low-cost operator over time while employing ongoing cost discipline to reduce certain expenses as a percentage of sales. Nonetheless, we seek to maintain flexibility to invest in the business as
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necessary to enhance our long-term competitiveness and profitability. From time to time, our strategic initiatives, including without limitation those discussed above, have required and may continue to require us to incur upfront expenses for which there may not be an immediate return in terms of sales or enhanced profitability.
Certain of our operating expenses, such as wage rates and occupancy costs, have continued to increase in recent years due primarily to market forces such as labor availability, increases in minimum wage rates, inflation, property rents and interest rates. Significant or rapid increases to federal, state or local minimum wage rates or salary levels could significantly adversely affect our earnings if we are not able to otherwise offset these increased labor costs elsewhere in our business.
We believe ongoing inflationary pressures could continue to affect our vendors and customers and our operating results. Both inflation and higher interest rates have significantly increased new store opening costs and occupancy costs in recent years and, while new store returns remain strong, these increased costs have negatively impacted our projected new store returns and influenced our new store growth plans. Furthermore, we incurred significantly higher fuel costs in the second quarter of 2026, and we expect this trend to continue for an uncertain duration.
Our teams are a competitive advantage, and we proactively seek ways to continue investing in their development. Our goal is to create an environment that attracts, develops, and retains talented personnel, particularly at the store manager level, as employees who are promoted from within our company generally have longer tenures and are greater contributors to improvements in our financial performance. We are taking actions designed to continue reducing our store manager turnover, including enhancing training execution, improving store conditions and simplifying in-store activities.
To further enhance shareholder returns, we pay a quarterly cash dividend. The declaration and amount of future dividends are subject to Board discretion and approval, although we currently expect to continue paying quarterly cash dividends. Consistent with our capital allocation framework and supported by the progress we have made in strengthening our balance sheet and cash flow, we currently expect to resume share repurchases under our existing Board-approved share repurchase program during the second half of 2026.
Key Performance Indicators
We utilize key performance indicators, which are defined below, in the management of our business including same-store sales, average sales per square foot, and inventory turnover. We use these measures to maximize profitability and for decisions about the allocation of resources. Each of these measures is commonly used by investors in retail companies to measure the health of the business.
Same-store sales are calculated based upon our stores that were open at least 13 full fiscal months and remain open at the end of the reporting period. We include stores that have been remodeled, expanded or relocated in our same-store sales calculation. Changes in same-store sales are calculated based on the comparable 52 calendar weeks in the current and prior years. The method of calculating same-store sales varies across the retail industry. As a result, our calculation of same-store sales is not necessarily comparable to similarly titled measures reported by other companies.
| | 13 Weeks Ended | | 26 Weeks Ended | | ||||||||
| | July 31, | | August 1, | | July 31, | | August 1, | | ||||
| | 2026 | | 2025 | | 2026 | | 2025 | | ||||
Same-store sales | | 3.5 | % | | 2.8 | % | | 2.7 | % | | 2.6 | % | |
Average sales per square foot is calculated based on total sales for the preceding four quarters as of the ending date of the reporting period divided by the average selling square footage as of the end of the most recent five quarters.
| | July 31, | | August 1, | ||
| | 2026 | | 2025 | ||
Average sales per square foot | | $ | 273 | | $ | 266 |
22
Inventory turnover is calculated based on total cost of goods sold for the preceding four quarters as of the ending date of the reporting period divided by the average inventory balance as of the end of the most recent five quarters.
| | July 31, | | August 1, |
| | 2026 | | 2025 |
Inventory turnover | | 4.6 | | 4.3 |
Results of Operations
Accounting Periods. We utilize a 52-53 week fiscal year convention that ends on the Friday nearest to January 31. The following text contains references to years 2026 and 2025, which represent the 52-week fiscal years ending or ended January 29, 2027 and January 30, 2026, respectively. References to the second quarter accounting periods for 2026 and 2025 contained herein refer to the 13-week accounting periods ended July 31, 2026 and August 1, 2025, respectively.
Seasonality. The nature of our business is somewhat seasonal. Primarily because of sales of Christmas-related merchandise, operating profit in our fourth quarter (November, December and January) has historically been higher than operating profit achieved in each of the first three quarters of the fiscal year. Expenses, and to a greater extent operating profit, vary by quarter. Results of a period shorter than a full year may not be indicative of results expected for the entire year. Furthermore, the seasonal nature of our business may affect comparisons between periods.
The following tables contain results of operations data for the second 13-week periods and the 26-week periods of 2026 and 2025, and the dollar and percentage variances among those periods. Basis point amounts referred to below are equal to 0.01% as a percentage of net sales:
| | 13 Weeks Ended | | 26 Weeks Ended |
| | ||||||||||||
(amounts in millions, except | | July 31, | | August 1, | | % | | July 31, | | August 1, | | % |
| | ||||
per share amounts) | | 2026 | | 2025 | | Change | | 2026 | | 2025 | | Change |
| | ||||
Net sales | | $ | 11,290.4 | | $ | 10,727.7 | | 5.2 | % | $ | 22,077.3 | | $ | 21,163.7 | | 4.3 | % | |
Cost of goods sold | |
| 7,609.5 | |
| 7,366.1 | | 3.3 | |
| 14,986.0 | | | 14,570.8 | | 2.8 | | |
Gross profit | |
| 3,680.9 | |
| 3,361.7 | | 9.5 | |
| 7,091.4 | | | 6,593.0 | | 7.6 | | |
Selling, general and administrative expenses | |
| 2,911.8 | |
| 2,766.2 | | 5.3 | |
| 5,683.7 | | | 5,421.4 | | 4.8 | | |
Operating profit | |
| 769.2 | |
| 595.4 | | 29.2 | |
| 1,407.7 | | | 1,171.5 | | 20.2 | | |
Interest expense, net | |
| 42.9 | |
| 57.7 | | (25.7) | |
| 90.1 | | | 122.3 | | (26.3) | | |
Income before income taxes | |
| 726.3 | |
| 537.7 | | 35.1 | |
| 1,317.6 | | | 1,049.2 | | 25.6 | | |
Income tax expense | |
| 176.0 | |
| 126.3 | | 39.4 | |
| 323.1 | | | 245.9 | | 31.4 | | |
Net income | | $ | 550.3 | | $ | 411.4 | | 33.8 | % | $ | 994.4 | | $ | 803.4 | | 23.8 | % | |
Diluted earnings per share | | $ | 2.48 | | $ | 1.86 | | 33.3 | % | $ | 4.49 | | $ | 3.64 | | 23.4 | % | |
| | 13 Weeks Ended | | 26 Weeks Ended | ||||||||
| | July 31, | | August 1, | | Basis Point | | July 31, | | August 1, | | Basis Point |
(Percent of Net Sales) | | 2026 | | 2025 | | Change | | 2026 | | 2025 | | Change |
Net sales | | 100.00 | % | 100.00 | % | | | 100.00 | % | 100.00 | % | |
Cost of goods sold | | 67.40 | | 68.66 | | (127) | | 67.88 | | 68.85 | | (97) |
Gross profit | | 32.60 | | 31.34 | | 127 | | 32.12 | | 31.15 | | 97 |
Selling, general and administrative expenses | | 25.79 | | 25.79 | | - | | 25.74 | | 25.62 | | 13 |
Operating profit | | 6.81 | | 5.55 | | 126 | | 6.38 | | 5.54 | | 84 |
Interest expense, net | | 0.38 | | 0.54 | | (16) | | 0.41 | | 0.58 | | (17) |
Income before income taxes | | 6.43 | | 5.01 | | 142 | | 5.97 | | 4.96 | | 101 |
Income tax expense | | 1.56 | | 1.18 | | 38 | | 1.46 | | 1.16 | | 30 |
Net income | | 4.87 | % | 3.84 | % | 104 | | 4.50 | % | 3.80 | % | 71 |
23
13 WEEKS ENDED JULY 31, 2026 AND AUGUST 1, 2025
Net Sales. For the 2026 period, net sales increased 5.2% to $11.29 billion. The net sales increase in the 2026 period was primarily due to a same-store sales increase of 3.5% compared to the 2025 period and sales from new stores, partially offset by the impact of store closures. The increase in same-store sales reflects a 2.0% increase in customer traffic and a 1.5% increase in average transaction amount. The increase in average transaction amount was driven by higher average retail prices partially offset by a decrease in items per transaction. Same-store sales increased in the consumables, seasonal, home products, and apparel categories. For the 2026 period, there were 20,476 same-stores, which accounted for sales of $11.00 billion.
The amount of net sales represented by each of our product categories for the 13 weeks ended July 31, 2026, and August 1, 2025, as well as the percentage change between such periods, were as follows:
| | 13 Weeks Ended | | | ||||||
| | July 31, | | August 1, | | % | | | ||
(amounts in millions) | | 2026 | | 2025 | | Change | | | ||
Net sales by category: | | | | | | | | | | |
Consumables | | $ | 9,263.0 | | $ | 8,819.9 | | 5.0 | % | |
Seasonal | |
| 1,187.7 | |
| 1,106.1 | | 7.4 | | |
Home products | |
| 536.6 | |
| 511.8 | | 4.8 | | |
Apparel | |
| 303.1 | |
| 289.9 | | 4.5 | | |
Net sales | | $ | 11,290.4 | | $ | 10,727.7 | | 5.2 | % | |
The percentage of net sales represented by each of our product categories for the 13 weeks ended July 31, 2026, and August 1, 2025, were as follows:
| | 13 Weeks Ended | | ||
| | July 31, | | August 1, | |
| | 2026 | | 2025 | |
Net sales by category: | | | | | |
Consumables | | 82.05 | % | 82.22 | % |
Seasonal | | 10.52 | | 10.31 | |
Home products | | 4.75 | | 4.77 | |
Apparel | | 2.68 | | 2.70 | |
Net sales | | 100.00 | % | 100.00 | % |
Gross Profit. For the 2026 period, gross profit increased by 9.5%, and as a percentage of net sales increased by 127 basis points to 32.6%, compared to the 2025 period. The increase in the gross profit rate was driven primarily by tariff refunds, a lower LIFO provision, and lower distribution costs, partially offset by increased markdowns and increased transportation costs. We estimate the gross profit benefit of tariff refunds after related reinvestments, primarily through promotional and permanent markdowns, was approximately 81 basis points.
Selling, General & Administrative Expenses (“SG&A”). SG&A was 25.8% as a percentage of net sales in the 2026 period compared to 25.8% in the comparable 2025 period. The primary expense that was a higher percentage of net sales in the current year period was depreciation and amortization, offset by rent, which was lower as a percentage of net sales.
Interest Expense, net. Interest expense, net decreased by $14.8 million to $42.9 million in the 2026 period primarily due to lower average outstanding borrowings.
Income Taxes. The effective income tax rate for the 2026 period was 24.2% compared to a rate of 23.5% for the 2025 period. The tax rate for the 2026 period was higher than the comparable 2025 period primarily due to expired federal tax credits, partially offset by a reduced state effective tax rate.
24
26 WEEKS ENDED JULY 31, 2026 AND AUGUST 1, 2025
Net Sales. For the 2026 period, net sales increased 4.3% to $22.08 billion. The net sales increase in the 2026 period was primarily due to a same-store sales increase of 2.7% compared to the 2025 period and sales from new stores, partially offset by the impact of store closures. The increase in same-store sales reflects a 1.7% increase in customer traffic and a 1.0% increase in average transaction amount. The increase in average transaction amount was driven by higher average retail prices partially offset by a decrease in items per transaction. Same-store sales increased in the consumables, seasonal, home products, and apparel categories. For the 2026 period, there were 20,476 same-stores which accounted for sales of $21.49 billion.
The amount of net sales represented by each of our product categories for the 26 weeks ended July 31, 2026, and August 1, 2025, as well as the percentage change between such periods, were as follows:
| | 26 Weeks Ended |
| ||||||
| | July 31, | | August 1, | | % |
| ||
(amounts in millions) | | 2026 | | 2025 | | Change |
| ||
Net sales by category: | | | | | | | | | |
Consumables | | $ | 18,155.5 |
| $ | 17,456.6 |
| 4.0 | % |
Seasonal | |
| 2,272.0 | | | 2,129.0 | | 6.7 | |
Home products | |
| 1,059.6 | | | 1,019.0 | | 4.0 | |
Apparel | |
| 590.3 | | | 559.1 | | 5.6 | |
Net sales | | $ | 22,077.3 | | $ | 21,163.7 | | 4.3 | % |
The percentage of net sales represented by each of our product categories for the 26 weeks ended July 31, 2026, and August 1, 2025, were as follows:
| | 26 weeks ended | | ||
| | July 31, | | August 1, | |
| | 2026 | | 2025 | |
Net sales by category: | | | | | |
Consumables | | 82.24 | % | 82.49 | % |
Seasonal | | 10.29 | | 10.06 | |
Home products | | 4.80 | | 4.81 | |
Apparel | | 2.67 | | 2.64 | |
Net sales | | 100.00 | % | 100.00 | % |
Gross Profit. For the 2026 period, gross profit increased by 7.6%, and as a percentage of net sales increased by 97 basis points to 32.1%, compared to the 2025 period. The increase in the gross profit rate was driven primarily by tariff refunds, higher inventory markups, a lower LIFO provision, lower inventory damages and lower shrink, partially offset by increased markdowns and increased transportation costs. We estimate the gross profit benefit of tariff refunds after related reinvestments, primarily through promotional and permanent markdowns, was approximately 41 basis points.
Selling, General & Administrative Expenses. SG&A was 25.7% as a percentage of net sales in the 2026 period compared to 25.6% in the comparable 2025 period, an increase of 13 basis points. The primary expense that was a higher percentage of net sales in the current year period was depreciation and amortization, partially offset by lower incentive compensation.
Interest Expense, net. Interest expense, net decreased by $32.2 million to $90.1 million in the 2026 period primarily due to lower average outstanding borrowings.
Income Taxes. The effective income tax rate for the 2026 period was 24.5% compared to a rate of 23.4% for the 2025 period. The tax rate for the 2026 period was higher than the comparable 2025 period primarily due to expired federal tax credits, partially offset by a reduced state effective tax rate.
25
Liquidity and Capital Resources
We believe our cash flow from operations and existing cash balances, combined with availability under the unsecured revolving credit facility (the “Revolving Facility”), the unsecured commercial paper notes (the “CP Notes”) and access to the debt markets, will provide sufficient liquidity to fund our current obligations, projected working capital requirements, capital spending, and anticipated dividend payments and share repurchases for a period that includes the next twelve months as well as the next several years. However, our ability to maintain sufficient liquidity may be affected by numerous factors, many of which are outside of our control. Depending on our liquidity levels, conditions in the capital markets and other factors, we may from time to time consider the issuance of debt, equity or other securities, the proceeds of which could provide additional liquidity for our operations. All of our material borrowing arrangements are described in greater detail in Note 5 to the unaudited consolidated financial statements.
Our borrowing availability under the Revolving Facility may be effectively limited by our CP Notes as further described in Note 5 to the unaudited consolidated financial statements. For the remainder of fiscal 2026, we anticipate potential combined borrowings under the Revolving Facility and our CP Notes to be a maximum of approximately $400 million outstanding at any one time.
Current Financial Condition / Recent Developments
Our inventory balance represented approximately 42% of our total assets, exclusive of operating lease assets, goodwill and other intangible assets, as of July 31, 2026. Our ability to effectively manage our inventory balances can have a significant impact on our cash flows from operations during a given fiscal year, as discussed under “Changes in Cash Flows” below. Inventory purchases are often somewhat seasonal in nature, such as the purchase of warm-weather or Christmas-related merchandise. Efficient management of our inventory has been and continues to be an area of focus for us.
From time to time, we are involved in various legal matters as discussed in Note 7 to the unaudited consolidated financial statements, some of which could potentially result in material cash payments. Adverse developments in these matters could materially and adversely affect our liquidity.
Our current credit ratings, as well as future rating agency actions, could (i) impact our ability to finance our operations on satisfactory terms; (ii) affect our financing costs; and (iii) affect our insurance premiums and collateral requirements necessary for our self-insured programs. There can be no assurance that we will maintain or improve our current credit ratings, particularly, if we are unable to maintain or improve our financial ratios to levels deemed acceptable to the rating agencies. The credit ratings for our borrowings are as follows:
Rating Agency | | Senior unsecured debt rating | | Commercial paper rating | | Outlook |
Moody’s | | Baa3 | | P-3 | | Stable outlook |
Standard & Poor’s | | BBB | | A-2 | | Stable outlook |
Changes in Cash Flows
Unless otherwise noted, all references to the 2026 and 2025 periods in the discussion of cash flows from operating, investing and financing activities below refer to the 26-week periods ended July 31, 2026 and August 1, 2025, respectively.
26
Cash flows from operating activities. Cash flows from operating activities were $1.5 billion in the 2026 period, which represents a $318.2 million decrease compared to the 2025 period. Net income increased $191.1 million in the 2026 period compared to the 2025 period. Changes in accounts payable resulted in a $275.5 million increase in the 2026 period compared to a $111.2 million increase in the 2025 period, due primarily to the timing of inventory receipts and related payments. Changes in merchandise inventories resulted in a $249.0 million decrease in the 2026 period as compared to an increase of $44.7 million in the 2025 period as further discussed below. Changes in prepaid expenses and other current assets resulted in a $169.4 million decrease in the 2026 period as compared to a decrease of $25.7 million in the 2025 period, due primarily to an increase in vendor receivables. Changes in accrued expenses resulted in a $74.7 million increase in the 2026 period compared to a $167.3 million increase in the 2025 period, due primarily to the timing of accruals and payments for incentive compensation. Changes in income taxes in the 2026 period compared to the 2025 period are primarily due to the amount of income tax accrued and timing of payments.
On an ongoing basis, we closely monitor and manage our inventory balances, which may fluctuate from period to period based on new store openings, the timing of purchases, and other factors. Total merchandise inventories increased 3% in the 2026 period compared to a decrease of 2% in the 2025 period. Percent changes in our four inventory categories for the 2026 period compared to the 2025 period were as follows:
| | 26 Weeks Ended | | |||
| | July 31, | | | August 1, | |
Increase (decrease) | | 2026 | | | 2025 |
|
Consumables | | 5 | % | | (1) | % |
Seasonal | | (1) | | | (2) | |
Home products | | 7 | | | (3) | |
Apparel | | (9) | | | (4) | |
On a per store basis, inventories at July 31, 2026, decreased by 2.7% compared to the balances at August 1, 2025.
Cash flows from investing activities. Significant components of property and equipment purchases included the following approximate amounts:
| | 26 Weeks Ended | | ||||
| | July 31, | | August 1, | | ||
(amounts in millions, except store count amounts) | | 2026 | | 2025 |
| ||
Existing stores improvements, upgrades, remodels, and relocations | | $ | 414.5 | | $ | 365.4 | |
Distribution and transportation-related capital expenditures | | | 168.2 | | | 151.1 | |
New stores primarily for leasehold improvements, fixtures and equipment | |
| 132.7 | |
| 142.8 | |
Information systems upgrades and technology-related projects | |
| 31.1 | |
| 32.2 | |
Other | |
| 12.0 | |
| 2.4 | |
Total purchases of property and equipment | | $ | 758.5 | | $ | 693.9 | |
| | | | | | | |
Store Counts | | | | | | | |
New stores | | | 321 | | | 360 | |
Remodeled or relocated (a) | | | 2,757 | | | 2,586 | |
(a) Remodeled store counts include 1,324 stores through Project Renovate and 1,422 stores through Project Elevate.
The timing of new, remodeled and relocated store openings along with other factors may affect the relationship between such openings and the related property and equipment purchases in any given period.
Capital expenditures for 2026 are currently projected to be approximately $1.4 billion to $1.5 billion. We anticipate funding 2026 capital requirements with a combination of some or all of the following: existing cash balances, cash flows from operations, availability under our Revolving Facility and/or the issuance of additional CP Notes. We plan to continue to invest in store growth and development of new stores and the remodel or relocation of existing stores, including remodeling stores through Project Renovate and Project Elevate. Capital expenditures in 2026 are anticipated to support our store growth as well as our remodel and relocation initiatives, including capital outlays for leasehold improvements, fixtures and equipment; the construction of new stores; costs to support and enhance our supply chain
27
initiatives for existing distribution center facilities and replacement of certain transportation related assets; technology initiatives; as well as routine and ongoing capital requirements.
Cash flows from financing activities. During the 2026 and 2025 periods, we paid cash dividends of $260.3 million and $259.7 million, respectively.
Share Repurchase Program
As of July 31, 2026, our common stock repurchase program had a total remaining authorization of approximately $1.38 billion. The authorization allows repurchases from time to time in open market transactions, including pursuant to trading plans adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or in privately negotiated transactions. Although to preserve our investment grade credit rating and maintain financial flexibility we have not repurchased shares under this program since 2022, it remains an important part of our broader capital allocation strategy, and we anticipate resuming share repurchases in the second half of fiscal 2026. The repurchase authorization has no expiration date, and future repurchases will depend on a variety of factors, including price, market conditions, compliance with the covenants and restrictions under our debt agreements, cash requirements, excess debt capacity, results of operations, financial condition and other factors. The repurchase program may be modified or terminated from time to time at the discretion of our Board of Directors. For more about our share repurchase program, see Note 9 to the unaudited consolidated financial statements contained in Part I, Item 1 of this report.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
There have been no material changes to the disclosures relating to this item from those set forth in our Annual Report on Form 10-K for the fiscal year ended January 30, 2026.
ITEM 4. | CONTROLS AND PROCEDURES. |
We rely extensively on information systems and technology to manage our business and summarize operating results. We are in the process of implementing a new enterprise resource planning (ERP) system, which will replace significant portions of our financial and human resources systems. The ERP system is designed to accurately maintain the Company’s financial and human resources records. The implementation is being executed in phases throughout 2026 and 2027. The first phase, consisting of the consolidated financial reporting platform, was successfully implemented and went live in the second quarter of 2026. Future phases are expected to include human resources/payroll, procurement, and merchandise payables. As these implementations occur, the Company will evaluate whether the related process changes result in material changes to the design or effectiveness of internal control over financial reporting.
28
PART II—OTHER INFORMATION
ITEM 1. | LEGAL PROCEEDINGS. |
The information contained in Note 7 to the unaudited consolidated financial statements under the heading “Legal proceedings” contained in Part I, Item 1 of this report is incorporated herein by this reference.
ITEM 1A. | RISK FACTORS. |
There have been no material changes to the disclosures relating to this item from those set forth in our Annual Report on Form 10-K for the fiscal year ended January 30, 2026, other than as set forth in the discussion of certain items that have impacted or could impact our business or results of operations during 2026 or in the future as disclosed in the “Executive Overview” section within “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q.
ITEM 5.OTHER INFORMATION.
Insider Trading Arrangements. During our fiscal quarter ended
ITEM 6. | EXHIBITS. |
See the Exhibit Index to this report immediately before the signature page hereto, which Exhibit Index is incorporated by reference as if fully set forth herein.
29
EXHIBIT INDEX
3.1 | | |
3.2 | | |
10.1 | | |
15 | | |
31 | | Certifications of CEO and CFO under Exchange Act Rule 13a-14(a) |
32 | | |
101 | | Interactive data files for Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2026, formatted in Inline XBRL: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income (unaudited); (iii) the Consolidated Statements of Comprehensive Income (unaudited); (iv) the Consolidated Statements of Shareholders’ Equity (unaudited); (v) the Consolidated Statements of Cash Flows (unaudited); and (vi) the Notes to Consolidated Financial Statements (unaudited) |
104 | | The cover page from Dollar General Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2026 (formatted in Inline XBRL and contained in Exhibit 101) |
30
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 thereunto duly authorized, both on behalf of the Registrant and in his capacity as principal financial officer of the Registrant.
| ||||
| | DOLLAR GENERAL CORPORATION | ||
| | | ||
| | | | |
Date: | August 27, 2026 | | By: | /s/ Donny H. Lau |
| | | | Donny H. Lau Executive Vice President & Chief Financial Officer |
| | | ||
31
Exhibit 15
August 27, 2026
To the Shareholders and Board of Directors of Dollar General Corporation
We are aware of the incorporation by reference in the Registration Statements (Nos. 333-151047, 333-151049, 333-151655, 333-163200, 333-254501, and 333-256562 on Forms S-8 and No. 333-272406 on Form S-3) of Dollar General Corporation of our report dated August 27, 2026, relating to the unaudited consolidated interim financial statements of Dollar General Corporation that are included in its Form 10-Q for the quarter ended July 31, 2026.
Nashville, Tennessee | /s/ Ernst & Young LLP |
| |
Exhibit 31
CERTIFICATIONS
I, Todd J. Vasos, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Dollar General Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 27, 2026 | /s/ Todd J. Vasos |
| Todd J. Vasos |
| Chief Executive Officer |
I, Donny H. Lau, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Dollar General Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 27, 2026 | /s/ Donny H. Lau |
| Donny H. Lau |
| Chief Financial Officer |
Exhibit 32
CERTIFICATIONS
Pursuant to 18 U.S.C. Section 1350
Each of the undersigned hereby certifies that to his knowledge the Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2026 of Dollar General Corporation (the “Company”) filed with the Securities and Exchange Commission on the date hereof fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| | |
| /s/ Todd J. Vasos | |
| Name: | Todd J. Vasos |
| Title: | Chief Executive Officer |
| Date: | August 27, 2026 |
| | |
| | |
| /s/ Donny H. Lau | |
| Name: | Donny H. Lau |
| Title: | Chief Financial Officer |
| Date: | August 27, 2026 |