ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;


           APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
           OFFICERS.

On July 27, 2022, the Board of Directors (the "Board") of Dollar General Corporation (the "Company") approved an increase of the Board size from eight to nine members, appointed Ms. Ana M. Chadwick to serve as a director of the Company until the 2023 annual meeting of shareholders and until her successor is duly elected and qualified, and appointed Ms. Chadwick to serve as a member of the Audit Committee of the Board, in each case effective as of July 30, 2022. The Board found Ms. Chadwick to be independent for purposes of the New York Stock Exchange listing standards and as defined in the Company's Corporate Governance Guidelines and has designated her to be an audit committee financial expert.

Ms. Chadwick will be entitled to the applicable components of the standard compensation provided to non-employee directors, as adjusted by the Board from time to time. For the Company's 2022 fiscal year, such standard compensation consists of: (1) a $95,000 annual cash retainer (prorated for Board service during the fiscal year) paid in quarterly installments; (2) an annual equity award with an estimated value of $175,000 of restricted stock units under the Dollar General Corporation 2021 Stock Incentive Plan, subject to terms and conditions as set forth substantially in the form of award agreement on file with the Securities and Exchange Commission ("SEC") as described in the Company's Annual Proxy Statement filed with the SEC on April 1, 2022; and (3) retainers for each of the chairpersons of the Audit Committee, the Compensation Committee and the Nominating, Governance and Corporate Responsibility Committee of $25,000, $20,000 and $17,500, respectively.

There are no arrangements or understandings between Ms. Chadwick and any other person pursuant to which she was appointed as a director, and she has no transactions, relationships or arrangements with the Company that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the Company's news release announcing the appointment of Ms. Chadwick is attached hereto as Exhibit 99.

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.

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