DG 8-K/A
Dollar General Corp (DG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
As previously disclosed in a Current Report on Form 8-K dated November 12, 2025, filed with the United States Securities and Exchange Commission on November 13, 2025 (the “Original 8-K”), Dollar General Corporation (the “Company”) eliminated the position of Executive Vice President, Strategy and Development, held by Steven R. Deckard. This Current Report on Form 8-K/A amends the Original 8-K to provide certain compensatory information in connection with such decision that was not determined at the time of the Original 8-K.
On November 14, 2025, the Company and Mr. Deckard entered into an amendment to Mr. Deckard’s employment agreement, effective November 12, 2025 (the “Amendment to Deckard Employment Agreement”), to provide that, contingent upon the execution and effectiveness of the form of release attached to his employment agreement, Mr. Deckard shall receive payment in an amount equal to Two Million Dollars ($2,000,000), less applicable withholdings, in addition to the severance payments provided under Section 12 of his employment agreement, in exchange for extending the “Restricted Period” pertaining to the business protection provisions under his employment agreement from two years to 30 months following his termination date. The foregoing description of the Amendment to Deckard Employment Agreement is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the text of such document, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| (a) | Financial statements of businesses acquired. N/A | |
| (b) | Pro forma financial information. N/A | |
| (c) | Shell company transactions. N/A | |
| (d) | Exhibits. See Exhibit Index to this report. |
EXHIBIT INDEX
| Exhibit No. | Description |
| 10.1 | Amendment to Employment Agreement, by and between Dollar General Corporation and Steven R. Deckard, effective November 12, 2025 |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 17, 2025 | DOLLAR GENERAL CORPORATION | |
| By: | /s/ Rhonda M. Taylor | |
| Rhonda M. Taylor | ||
| Executive Vice President and General Counsel | ||
2
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective November 12, 2025 (the “Amendment Effective Date”), is made and entered into by and between DOLLAR GENERAL CORPORATION (the “Company”) and Steven R. Deckard (the “Employee”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings assigned to them in the Employment Agreement by and between the Company and the Employee effective April 1, 2024 (the “Agreement”).
W I T N E S S E T H:
WHEREAS, the Company and the Employee previously entered into the Agreement; and
WHEREAS, the Employee’s position will be eliminated as of the Amendment Effective Date; and
WHEREAS, in connection with the foregoing, the Company and the Employee desire to amend the Agreement.
NOW, THEREFORE, for and in consideration of the premises, the mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend the Agreement as of the Amendment Effective Date as follows in the following respects only:
1. Section 16.b.(iv) is amended to extend the “Restricted Period” to thirty (30) months following the Employee’s termination.
2. In addition to the benefits provided by Section 12 of the Agreement and in consideration for the amendment to Section 16.b. (iv) and provided that the Employee executes, and does not revoke, a Release Agreement, Employee will receive a lump sum payment of Two Million Dollars ($2,000,000), less applicable withholdings, to be paid on or before December 31, 2025, with the exact payment date to be determined by the Company.
3. Except as specifically provided by this Amendment, the Agreement shall remain in full force and effect in all other respects.
4. The Company and the Employee represent and agree that each has reviewed all aspects of this Amendment, has carefully read and fully understands all provisions of this Amendment, and is voluntarily entering into this Amendment. Each party represents and agrees that such party has had the opportunity to review any and all aspects of this Amendment with legal, tax or other adviser(s) of such party’s choice before executing the Amendment.
/s/ SD
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5. This Amendment may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original Amendment, but all such counterparts shall together constitute one and the same instrument. Signatures to this Amendment transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.
IN WITNESS WHEREOF, the parties hereto have executed, or caused their duly authorized representative to execute, this Amendment on the dates indicated below.
| DOLLAR GENERAL CORPORATION | ||
| By: | /s/ Kathleen Reardon | |
| Name: | Kathleen Reardon | |
| Title: | EVP, CPO | |
| Date: | 11-14-2025 | |
| “EMPLOYEE” | ||
| /s/ Steven R. Deckard | ||
| Employee – Steven R. Deckard | ||
| Date: | 11/13/2025 | |
/s/ SD
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