Grocery Outlet (GO) CEO adds 112,808 shares in open-market buys

Rhea-AI Filing Summary

Grocery Outlet Holding Corp. President and CEO Jason J. N. Potter reported open-market purchases of a total of 112,808 shares of Common Stock. He bought 110,252 shares at a weighted average price of $6.35 on March 23 and 2,556 shares at a weighted average price of $6.68 on March 24. Following these transactions, he directly owns 687,174 shares. The prices reflect multiple trades within narrow ranges on each day, as detailed in the footnotes.

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^*

Potter Jason J. N.

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/23/2026		P		110,252	A	$6.35(1)	684,618	D
Common Stock	03/24/2026		P		2,556	A	$6.68(2)	687,174	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. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.32 to $6.36, inclusive. The reporting person undertakes to provide to Grocery Outlet Holding Corp. (the "Issuer"), any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.675 to $6.6797, inclusive. The reporting person undertakes to provide to Grocery Outlet Holding Corp. (the "Issuer"), any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

Remarks:

	/s/ Luke D. Thompson, Luke D. Thompson, Attorney-in-Fact	03/25/2026
	** 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)

FAQ

What insider stock purchases did Grocery Outlet (GO) CEO Jason Potter report?

Grocery Outlet CEO Jason Potter reported buying 112,808 shares of Common Stock in open-market transactions. He acquired 110,252 shares on March 23 at a weighted average price of $6.35 and 2,556 shares on March 24 at a weighted average price of $6.68.

On what dates did Grocery Outlet (GO) CEO buy shares and at what prices?

Jason Potter bought shares on March 23 and March 24. The March 23 purchases were at a weighted average of $6.35 within a $6.32–$6.36 range, and the March 24 purchases averaged $6.68 within a $6.675–$6.6797 range, according to the footnotes.

How many Grocery Outlet (GO) shares does the CEO own after these purchases?

After the reported open-market purchases, Jason Potter directly owns 687,174 shares of Grocery Outlet Common Stock. This post-transaction holding reflects the addition of 112,808 shares bought across two trading days, as disclosed in the Form 4 filing’s ownership columns.

Were any Grocery Outlet (GO) shares sold in this Form 4 filing?

No, this Form 4 shows only open-market purchases by Jason Potter and no sales. The transaction summary lists two buy transactions totaling 112,808 shares, with zero reported sales, gifts, tax withholdings, or derivative exercises in the period covered.

How were the reported Grocery Outlet (GO) purchase prices calculated in the Form 4?

The reported prices are weighted averages of multiple trades executed on each day. Footnotes explain that March 23 trades occurred between $6.32 and $6.36, and March 24 trades between $6.675 and $6.6797, with full price-by-trade detail available upon request.