Tax-driven share sale by Grocery Outlet (NASDAQ: GO) executive Bortner

Rhea-AI Filing Summary

Bortner Andrea Renee reported open-market sale transactions in this Form 4 filing.

Grocery Outlet Holding Corp. executive Andrea Renee Bortner reported a small share disposition linked to tax obligations, not a discretionary trade. She disposed of 3,705 shares of common stock on March 16, 2026 at $6.06 per share to satisfy tax withholding on vested performance stock units.

After this transaction, she directly holds 79,138 common shares. In addition, a trust associated with her, the Bortner Family Trust, holds 44,468 shares, where she is a trustee. The filing shows a routine, tax-driven adjustment representing a minor portion of her overall holdings.

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^*

Bortner Andrea Renee

(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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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	03/16/2026		S(1)		3,705	D	$6.06	79,138	D
Common Stock								44,468	I	By Trust(2)

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

2. Reflects shares directly held by the Bortner Family Trust of which Ms. Bortner is a Trustee.

Remarks:

	/s/ Luke D. Thompson, Luke D. Thompson, Attorney-in-Fact	03/17/2026
	** 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).
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FAQ

What did Grocery Outlet (GO) executive Andrea Bortner report in this Form 4?

Andrea Bortner reported disposing of 3,705 Grocery Outlet common shares at $6.06 each. The shares were sold solely to cover tax withholding arising from vested performance stock units, making this a routine compliance-related transaction rather than a discretionary market sale.

Was the Grocery Outlet (GO) Form 4 transaction an open-market sale?

The Form 4 lists a sale of 3,705 shares, but a footnote clarifies it was to satisfy tax withholding on vested performance stock units. This indicates a tax-driven disposition rather than a voluntary open-market sale based on the executive’s view of the stock.

How many Grocery Outlet (GO) shares does Andrea Bortner hold after the transaction?

After the reported transaction, Andrea Bortner directly holds 79,138 Grocery Outlet common shares. A related entity, the Bortner Family Trust, also holds 44,468 shares, where she serves as trustee, providing additional indirect exposure to the company’s stock.

What role does the Bortner Family Trust play in Grocery Outlet (GO) share ownership?

The filing notes that 44,468 Grocery Outlet shares are held by the Bortner Family Trust. Andrea Bortner is a trustee of this trust, which means part of her reported beneficial ownership in GO stock is held indirectly through this trust structure.

How significant is Andrea Bortner’s tax-related share disposition in Grocery Outlet (GO)?

The tax-driven disposition of 3,705 shares is small relative to Andrea Bortner’s combined direct and trust holdings. It reflects routine tax withholding on vested performance stock units rather than a major change in her overall economic exposure to Grocery Outlet stock.