Sec Form 3 Filing - DILTS KELLY @ DOLLAR GENERAL CORP - 2023-05-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person DILTS KELLY 2. Issuer Name and Ticker or Trading Symbol DOLLAR GENERAL CORP [ DG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Chief Financial Officer (Last) (First) (Middle) 100 MISSION RIDGE 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2023 (Street) GOODLETTSVILLE, TN37072 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 5,851 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) $ 138.75 ( 2 ) 08/27/2029 Common Stock 5,732 D Employee Stock Option (Right to Buy) $ 154.53 ( 3 ) 03/17/2030 Common Stock 5,052 D Employee Stock Option $ 193.55 ( 4 ) 03/16/2031 Common Stock 5,787 D Employee Stock Option $ 214.25 ( 5 ) 03/15/2032 Common Stock 15,248 D Employee Stock Option $ 208.13 ( 6 ) 03/28/2033 Common Stock 4,809 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DILTS KELLY 100 MISSION RIDGE GOODLETTSVILLE, TN37072 EVP & Chief Financial Officer Signatures /s/ Kelly M. Dilts 05/01/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 210 restricted stock units representing the right to receive shares of common stock upon vesting ("RSUs") that are scheduled to vest on April 1, 2024, subject to certain forfeiture and accelerated vesting provisions; 1,064 RSUs that are scheduled to vest evenly on April 1, 2024 and April 1, 2025, subject to certain forfeiture and accelerated vesting provisions; 663 RSUs that are scheduled to vest evenly on April 1, 2024, April 1, 2025 and April 1, 2026, subject to certain forfeiture and accelerated vesting provisions; 206 earned but unvested performance share units representing the right to receive shares of common stock upon vesting ("PSUs") that are scheduled to vest on April 1, 2024, subject to certain forfeiture and accelerated vesting provisions; and 818 earned but unvested PSUs that are scheduled to vest evenly on April 1, 2024 and April 1, 2025, subject to certain forfeiture and accelerated vesting provisions. ( 2 )Vested as to 1,433 shares on each of August 27, 2020, August 27, 2021 and August 27, 2022. The remaining portion of the option is scheduled to vest as to the 1,433 shares on August 27, 2023, subject to certain forfeiture and accelerated vesting provisions. ( 3 )Vested as to 1,263 shares on each of April 1, 2021, April 1, 2022 and April 1, 2023. The remaining portion of the option is scheduled to vest as to the 1,263 shares on April 1, 2024, subject to certain forfeiture and accelerated vesting provisions. ( 4 )Vested as to 1,449 shares on April 1, 2022 and as to 1,446 shares on April 1, 2023. The remaining portion of the option is scheduled to vest as to 1,446 shares on each of April 1, 2024 and April 1, 2025, subject to certain forfeiture and accelerated vesting provisions. ( 5 )Vested as to 3,812 shares on April 1, 2023. The remaining portion of the option is scheduled to vest as to 3,812 shares on each of April 1, 2024, April 1, 2025 and April 1, 2026, subject to certain forfeiture and accelerated vesting provisions. ( 6 )Vests in four annual installments of 25% beginning April 1, 2024, subject to certain forfeiture and accelerated vesting provisions.

Remarks: Exhibit List: Exhibit 24--Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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