Grocery Outlet (GO) awards 22,022 RSUs to non-employee director

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Allen Frances L. reported acquisition or exercise transactions in this Form 4 filing.

Grocery Outlet Holding Corp. director Frances L. Allen received a grant of 22,022 restricted stock units (RSUs) of common stock. These RSUs vest on the earlier of the next annual stockholder meeting or June 1, 2027, as long as she continues serving on the board. The grant represents her annual equity retainer under the company’s non-employee director compensation policy and is a compensation award, not an open-market share purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Allen Frances L.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	22,022	$0.00	--

Holdings After Transaction: Common Stock — 22,022 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs granted: 22,022 RSUs Grant price: $0.00 per unit Shares after transaction: 22,022 units +1 more

4 metrics

RSUs granted 22,022 RSUs Grant of restricted stock units to director Frances L. Allen

Grant price $0.00 per unit Compensation award, not an open-market purchase

Shares after transaction 22,022 units Total direct holdings from this RSU award following the grant

Latest vesting date June 1, 2027 RSUs vest on earlier of next annual meeting or this date

Key Terms

restricted stock units ("RSUs"), annual equity retainer, non-employee director compensation policy

3 terms

restricted stock units ("RSUs") financial

"Represents 22,022 restricted stock units ("RSUs") granted to the reporting person"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

annual equity retainer financial

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

non-employee director compensation policy financial

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

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Form 4 Insider Transactions: What Each Field Means →

06/02/2026 - 08:13 PM

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^*

Allen Frances L.

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/01/2026		A		22,022⁽¹⁾	A	$0	22,022	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents 22,022 restricted stock units ("RSUs") 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. The RSUs 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Frances L. Allen report in this Grocery Outlet (GO) Form 4?

Frances L. Allen reported receiving 22,022 restricted stock units (RSUs) of Grocery Outlet common stock. The award is part of her compensation as a non-employee director and is granted at no purchase price, rather than acquired in the open market.

How many shares did the Grocery Outlet (GO) director receive in this grant?

The director received 22,022 restricted stock units of Grocery Outlet common stock. These RSUs are a stock-based compensation award, and following the grant her reported direct holdings from this award total 22,022 units, all subject to vesting conditions described in the filing.

When do the 22,022 RSUs granted to the Grocery Outlet (GO) director vest?

The 22,022 RSUs are scheduled to vest on the earlier of the next annual meeting of stockholders or June 1, 2027. Vesting is conditioned on the director’s continued service on Grocery Outlet’s board through the applicable vesting date, as stated in the grant terms.

Is the Grocery Outlet (GO) director’s RSU grant an open-market stock purchase?

No, the grant is not an open-market stock purchase. It is a compensation-related award of restricted stock units with a reported price of $0.00 per unit, reflecting a board equity retainer rather than a voluntary buy or sell transaction in the public market.

What is the purpose of the 22,022 RSUs granted by Grocery Outlet (GO)?

The 22,022 RSUs represent the annual equity retainer under Grocery Outlet’s non-employee director compensation policy. This structure aligns director pay with shareholder interests by delivering part of compensation in stock-based awards that vest over time, subject to continued board service.

Does this Grocery Outlet (GO) Form 4 show any stock sales by the director?

The Form 4 shows no stock sales by the director. It reports a single acquisition transaction coded “A” for grant or award, covering 22,022 restricted stock units, with no accompanying sale, gift, or tax-withholding dispositions disclosed in the transaction summary.