SEC Form 4 · accession 0002140135-26-000003

Grocery Outlet Holding Corp. · GO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — See Remarks

Period of report

Jun 15, 2026

Accepted (ET)

Jun 16, 2026 · 6:39 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001771515

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jun 15, 2026	A	27,431	$0.00	A	49,171	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Stock Unit^F2	—	Jun 15, 2026	A	41,146	A	—	—	Common Stock	41,146	41,146	D

F1Represents 27,431 restricted stock units ("RSUs") granted on June 15, 2026 to the reporting person that will entitle the reporting person to receive one share of the Issuer's Common Stock per RSU. The RSUs will vest in three equal installments on May 20 of each of 2027, 2028 and 2029, subject to the reporting person's completion of service through such vesting dates.
F2Represents a grant of performance-based RSUs ("PSUs"). Each PSU represents a right to receive one share of the Issuer's common stock upon vesting. The PSUs are earned based on the achievement of specified share price goals for specified time periods during a three-year performance period ending on the last day of the Issuer's fiscal year 2028. The Reporting Person could earn 0-200% of the amount reported depending on the level of performance achieved. The PSUs will vest upon the certification of achievement by the Compensation Committee of the Board of Directors of the Issuer following the end of the performance period, subject to the Reporting Person's continued employment or service with the Issuer as contemplated in the PSU Award Agreement.

The reporting person's title is EVP, Chief Purchasing & Merchandising Officer.