Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
☐ Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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 2.02 RESULTS
OF OPERATIONS AND FINANCIAL CONDITION.
On February 23, 2023, Dollar General Corporation (the “Company”) issued a news release announcing certain preliminary financial
results for the fourth quarter (14 weeks) and full year (53 weeks) ended February 3, 2023 (“fiscal 2022”). A copy of the news release is furnished as Exhibit 99 hereto and is incorporated herein by reference.
The information contained within this Item 2.02, including the information in Exhibit 99, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.
ITEM 7.01 REGULATION
FD DISCLOSURE.
The information set forth in Item 2.02 above is incorporated herein by reference. The news release referenced in Item 2.02 above also
announces preliminary financial guidance for the full year (52 weeks) ending February 2, 2024 (“fiscal 2023”), and the Company’s planned conference call to discuss reported financial results for the fiscal 2022 fourth quarter and full year, the
Company’s fiscal 2023 guidance, and certain other matters.
The information contained within this Item 7.01, including the information in Exhibit 99, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.
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.
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Description
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104
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The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: February 23, 2023
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DOLLAR GENERAL CORPORATION
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By:
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/s/ Rhonda M. Taylor
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Rhonda M. Taylor
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Executive Vice President and General Counsel
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