[Form 4] Grocery Outlet Holding Corp. Insider Trading Activity

Rhea-AI Filing Summary

Insider grant summary: Delly Matthew Patrick, EVP and Chief Merchandising Officer of Grocery Outlet Holding Corp. (GO), was granted 26,743 stock options on 08/07/2025 with an exercise price of $18.43. The options expire on 08/07/2035 and vest in three equal installments on June 30 of 2026, 2027 and 2028, each subject to completion of the prior 12 months of service. The filing also discloses eligibility for up to 13,205 performance stock units (PSUs) at target, or up to 26,410 PSUs at maximum, which may vest based on performance conditions. The reported ownership form is direct, and the reported number of derivative securities held following the transaction is 26,743 options.

Positive

• 26,743 stock options granted to the EVP, providing long-term equity upside
• Options vest over three years (June 30, 2026/2027/2028), supporting retention
• Performance stock units disclosed: up to 13,205 at target (or 26,410 max), tying awards to performance

Negative

• Potential dilution from up to 26,410 additional PSUs if maximum performance is achieved
• No shares vested immediately; economic interest depends on future service and performance conditions

Insights

Financial Analyst

TL;DR: A routine executive equity grant: 26,743 options at $18.43 with multi-year vesting and additional performance-unit upside.

This grant provides the EVP with long-term equity exposure via a 10-year option term and a structured vesting schedule finishing in mid-2028. The $18.43 exercise price and the 26,743 option quantity are explicit; additionally, up to 13,205 PSUs at target (26,410 at maximum) are referenced as performance-eligible awards. For investors, this is a compensation and retention action rather than an immediate cash or ownership change; its materiality depends on the company's overall share count and future performance outcomes, which are not disclosed here.

Corporate Governance Expert

TL;DR: Compensation package includes both time-based options and performance-based PSUs, indicating pay tied to service and metrics.

The filing documents a combined award structure: time-based stock options vesting over three years and separate PSUs that vest only upon meeting performance criteria. The specifics—vesting dates of June 30, 2026/2027/2028, option expiration 08/07/2035, and PSU targets of 13,205 (target) / 26,410 (maximum)—are clearly stated. From a governance perspective, combining service-based vesting with performance conditions aligns pay with multi-year outcomes; the filing does not disclose the performance metrics, so assessment of alignment to shareholder value cannot be completed from this document alone.

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^*

Delly Matthew Patrick

(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)
08/07/2025

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

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
Stock Options (Right to Buy)	$18.43	08/07/2025		A		26,743		(1)	08/07/2035	Common Stock	26,743	$0	26,743	D

Explanation of Responses:

1. Represents 26,743 stock options granted on August 7, 2025, which vest in three equal installments on June 30 of each of 2026, 2027 and 2028, subject to the reporting person's completion of each 12 month period of service through such vesting dates. Does not include up to an additional 13,205 unvested PSUs at target achievement (or up to an additional 26,410 unvested PSUs at maximum achievement) which are eligible to vest upon the achievement of certain performance-based vesting conditions.

Remarks:

The reporting person's title is EVP, Chief Merchandising Officer.

	/s/ Lauri Fischer, Lauri Fischer, attorney-in-fact	08/11/2025
	** 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

Who filed the Form 4 for Grocery Outlet (GO)?

The reporting person is Delly Matthew Patrick, identified as EVP, Chief Merchandising Officer.

What equity award was granted to the GO executive?

The executive received 26,743 stock options (right to buy common stock) on 08/07/2025.

What is the exercise price and expiration for the options (GO)?

The options have an exercise price of $18.43 and an expiration date of 08/07/2035.

What is the vesting schedule for the options reported in the GO filing?

The options vest in three equal installments on June 30, 2026, June 30, 2027, and June 30, 2028, subject to completing each 12-month service period.

Are there performance-based awards disclosed in the GO Form 4?

Yes. The filing notes eligibility for up to 13,205 PSUs at target or up to 26,410 PSUs at maximum, which vest upon achievement of specified performance conditions.

How are the reported awards held (direct or indirect) for GO?

The ownership form reported is Direct.