Grocery Outlet director granted 18,868 stock units

KOBAYASHI MICHAEL K reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

KOBAYASHI MICHAEL K reported acquisition or exercise transactions in this Form 4 filing.

Grocery Outlet Holding Corp. director Michael K. Kobayashi received a grant of 18,868 deferred stock units as equity compensation. These DSUs are scheduled to vest on the earlier of the next annual stockholder meeting or June 1, 2027, subject to his continued board service.

Upon vesting and his termination of board service, the DSUs will be settled in shares of Common Stock. After this grant, Kobayashi is reported as beneficially owning 30,707 shares of Common Stock, reflecting a routine non-employee director equity retainer rather than an open-market purchase.

Insider Trade Summary

Grant/Award: 18,868 shares

Grant/Award 1 txn

Insider KOBAYASHI MICHAEL K

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	18,868	$0.00	$0.00

Holdings After Transaction: Common Stock — 30,707 shares (Direct)

Footnotes (1)

1. F1. Represents 18,868 deferred stock units ("DSUs") granted to the reporting person which are scheduled to vest on the earlier of (i) the date of the next annual meeting of stockholders following the date of grant; or (ii) June 1, 2027, subject to the continued service of the reporting person through such vesting date, and, if vested, will be settled in shares of Common Stock upon the reporting person's termination of service from the board of directors.. The DSUs represent the annual equity retainer under the Issuer's non-employee director compensation policy.

Key Figures

Deferred stock units granted: 18,868 units Grant price per unit: $0.00 per unit Total shares after transaction: 30,707 shares +1 more

4 metrics

Deferred stock units granted 18,868 units Non-employee director annual equity retainer

Grant price per unit $0.00 per unit Director compensation award, no cash paid by director

Total shares after transaction 30,707 shares Beneficial ownership following grant

Latest vesting date June 1, 2027 Latest possible vesting date for DSUs

Key Terms

deferred stock units ("DSUs"), annual equity retainer, non-employee director compensation policy, beneficially owning

4 terms

deferred stock units ("DSUs") financial

"Represents 18,868 deferred stock units ("DSUs") granted to the reporting person"

annual equity retainer financial

"The DSUs represent the annual equity retainer under the Issuer's non-employee director compensation policy."

non-employee director compensation policy financial

"under the Issuer's non-employee director compensation policy."

beneficially owning financial

"total_shares_following_transaction": "30707.0000""

Beneficially owning a security means you have the economic rights and practical power over shares even if they’re held in another name—you can receive dividends, sell the shares, or direct how they’re voted. Think of it like renting a car: you may not hold the title, but you control and use it. For investors, beneficial ownership reveals who actually controls or benefits from a company’s stock and is used in regulatory disclosure and voting calculations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Grocery Outlet (GO) report for Michael K. Kobayashi?

Grocery Outlet reported that director Michael K. Kobayashi received 18,868 deferred stock units as an equity grant. These units are part of his annual non-employee director retainer and were awarded at no cash cost per unit to the director.

Is the Michael K. Kobayashi Form 4 for GO an open-market stock purchase or sale?

The Form 4 for Michael K. Kobayashi reflects an equity grant, not an open-market trade. He acquired 18,868 deferred stock units at a reported price of $0.00 per unit as compensation for his service on the board.

When do Michael K. Kobayashi’s 18,868 DSUs at Grocery Outlet (GO) vest?

The 18,868 deferred stock units are scheduled to vest on the earlier of the next annual meeting of stockholders or June 1, 2027. Vesting is conditioned on Kobayashi continuing to serve on the board through the applicable vesting date.

How and when will Michael K. Kobayashi’s DSUs in Grocery Outlet (GO) be settled?

If the deferred stock units vest, they will be settled in shares of Common Stock upon Kobayashi’s termination of service from the board. This means share delivery occurs when he leaves the board, rather than immediately at the vesting date.

What is Michael K. Kobayashi’s reported share ownership in Grocery Outlet (GO) after this grant?

After the reported grant, Kobayashi is shown as beneficially owning 30,707 shares of Common Stock. This figure includes the effect of the 18,868 deferred stock units awarded under the company’s non-employee director compensation policy.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/02/2026 - 08:15 PM Learn about SEC filing dates

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

KOBAYASHI MICHAEL K

(Last) (First) (Middle)

C/O GROCERY OUTLET HOLDING CORP.

5650 HOLLIS STREET

(Street)

EMERYVILLE CALIFORNIA 94608

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Grocery Outlet Holding Corp. [ GO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	06/01/2026		A		18,868(1)	A	$0	30,707	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Represents 18,868 deferred stock units ("DSUs") granted to the reporting person which are scheduled to vest on the earlier of (i) the date of the next annual meeting of stockholders following the date of grant; or (ii) June 1, 2027, subject to the continued service of the reporting person through such vesting date, and, if vested, will be settled in shares of Common Stock upon the reporting person's termination of service from the board of directors.. The DSUs represent the annual equity retainer under the Issuer's non-employee director compensation policy.

Remarks:

	/s/ Luke D. Thompson, Luke D. Thompson, Attorney-in-Fact	06/02/2026
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)