Grocery Outlet (NASDAQ: GO) EVP gets stock grant, sells shares for taxes

Rhea-AI Filing Summary

Grocery Outlet Holding Corp. executive vice president and general counsel Luke D. Thompson reported routine equity compensation activity in company stock. On March 6, 2026, he acquired 9,509 shares of Common Stock at no cost upon vesting of performance stock units granted on March 2, 2023.

On March 9, 2026, he sold 3,785 shares of Common Stock at $5.84 per share to cover tax withholding obligations related to previously granted restricted stock units, according to the footnotes. After these transactions, he directly holds 35,523 shares of Grocery Outlet common stock.

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
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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^*

Thompson Luke D

(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, GC and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		A		9,509(1)	A	$0	39,308	D
Common Stock	03/09/2026		S		3,785(2)	D	$5.84	35,523	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 fully vested shares of the Issuer's Common Stock acquired by the reporting person upon certification by the Issuer's Compensation Committee that certain performance-based vesting conditions had been satisfied with respect to performance stock units ("PSUs") granted to the reporting person on March 2, 2023.

2. These shares were sold to satisfy the reporting person's tax withholding obligation upon vesting of RSUs previously granted.

Remarks:

	/s/ Luke D. Thompson, Luke D. Thompson, Attorney-in-Fact	03/10/2026
	** 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.

FAQ

What insider transactions did GO executive Luke D. Thompson report?

Luke D. Thompson reported a stock grant and a related tax sale. He received 9,509 Grocery Outlet shares from vested performance stock units, then sold 3,785 shares to cover tax withholding, ending with 35,523 shares held directly.

How many Grocery Outlet (GO) shares did Luke D. Thompson acquire and sell?

He acquired 9,509 shares and sold 3,785 shares. The acquisition came from fully vested performance stock units, while the sale was to satisfy tax withholding, leaving him with 35,523 directly owned shares afterward.

At what price were Luke D. Thompson’s Grocery Outlet shares sold?

The 3,785 Grocery Outlet shares were sold at $5.84 per share. The filing notes these sales were made specifically to satisfy tax withholding obligations tied to the vesting of previously granted restricted stock units.

Why did the Grocery Outlet executive sell 3,785 GO shares?

The shares were sold to pay tax withholding obligations on vested equity awards. The footnote explains that 3,785 shares were sold upon vesting of restricted stock units to cover taxes, rather than representing a discretionary open-market liquidation.

How many Grocery Outlet (GO) shares does Luke D. Thompson now hold?

Following the reported transactions, Luke D. Thompson directly holds 35,523 shares of Grocery Outlet common stock. This figure reflects the vesting-related grant of 9,509 shares and the sale of 3,785 shares for tax withholding.

What type of equity awards vested for the Grocery Outlet EVP and GC?

The filing states that fully vested common shares were acquired when performance-based vesting conditions were certified for performance stock units granted March 2, 2023. These vested PSUs converted into 9,509 shares of Grocery Outlet common stock.