Grocery Outlet (GO) CFO receives new RSU and PSU equity awards

Rhea-AI Filing Summary

MILLER CHRISTOPHER M reported acquisition or exercise transactions in this Form 4 filing.

Grocery Outlet Holding Corp. reported that EVP and Chief Financial Officer Christopher M. Miller received new equity awards. He was granted 49,022 restricted stock units, each convertible into one share of common stock, vesting in three equal installments on March 1 of 2027, 2028 and 2029, contingent on continued service.

Miller also received 73,533 performance stock units, with each unit tied to one share of common stock. These performance-based RSUs can pay out between 0% and 200% of the reported amount based on specified share price goals over a three-year performance period ending on the last day of fiscal year 2028, subject to certification by the compensation committee and his continued employment.

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

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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^*

MILLER CHRISTOPHER M

(Last) (First) (Middle)

C/O GROCERY OUTLET HOLDING CORP.

5650 HOLLIS STREET

(Street)

EMERYVILLE CA 94608

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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

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

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

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	03/12/2026		A		49,022(1)	A	$0	87,697	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
Performance Stock Unit	(2)	03/12/2026		A		73,533		(2)	(2)	Common Stock	73,533	(2)	73,533	D

Explanation of Responses:

1. Represents 49,022 restricted stock units ("RSUs") granted on March 12, 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 March 1 of each of 2027, 2028 and 2029, subject to the reporting person's completion of each 12 month period of service through such vesting dates.

2. Represents 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.

Remarks:

	/s/ Luke D. Thompson, Luke D. Thompson, Attorney-in-Fact	03/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Grocery Outlet (GO) grant to its CFO?

Grocery Outlet granted its CFO 49,022 restricted stock units and 73,533 performance stock units. Each unit represents the right to receive one share of common stock, subject to time-based vesting or performance goals over a multi-year period.

How do the new RSUs for Grocery Outlet (GO) CFO vest?

The CFO’s 49,022 restricted stock units vest in three equal installments on March 1 of 2027, 2028 and 2029. Vesting requires completion of each 12‑month service period, aligning long-term compensation with continued employment at Grocery Outlet.

What performance conditions apply to Grocery Outlet (GO) CFO’s PSUs?

The 73,533 performance stock units are earned based on specified share price goals during a three‑year period ending with fiscal 2028. After this period, the compensation committee certifies results, and the CFO may receive 0–200% of the reported amount, subject to continued service.

When will the Grocery Outlet (GO) CFO’s performance stock units vest?

The performance stock units vest after the three‑year performance period ending on the last day of fiscal 2028. Vesting occurs upon compensation committee certification of results and requires the CFO’s continued employment or service under the PSU award agreement terms.

How many Grocery Outlet (GO) common shares can the CFO receive from these awards?

Each of the 49,022 restricted stock units and 73,533 performance stock units corresponds to one share of common stock. Actual shares from PSUs can range from 0% to 200% of the reported PSU amount, depending on achieved performance goals over the period.

What is the purpose of using RSUs and PSUs in Grocery Outlet (GO) executive pay?

RSUs and PSUs provide long-term, stock-based compensation that ties executive rewards to company performance and retention. Time-based vesting encourages continued service, while performance-based vesting links payouts to share price targets over several years, aligning interests with shareholders.