Grocery Outlet (GO) grants director 22,022 RSUs as equity retainer

Rhea-AI Filing Summary

THORNTON FELICIA D reported acquisition or exercise transactions in this Form 4 filing.

Grocery Outlet Holding Corp. director Felicia D. Thornton reported an equity award of common stock. She received a grant of 22,022 restricted stock units (RSUs) at no cash cost, bringing her direct holdings reported in this filing to 22,022 shares-equivalent.

The RSUs are scheduled to vest on the earlier of the company’s next annual stockholder meeting following the grant date or June 1, 2027, if she continues serving as a director. The award represents the annual equity retainer under Grocery Outlet’s non-employee director compensation policy.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider THORNTON FELICIA D

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	22,022	$0.00	--

Holdings After Transaction: Common Stock — 22,022 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSUs granted: 22,022 RSUs Grant price: $0.00 per share Holdings after grant: 22,022 shares-equivalent +1 more

4 metrics

RSUs granted 22,022 RSUs Non-employee director annual equity retainer

Grant price $0.00 per share Equity award, no cash paid by director

Holdings after grant 22,022 shares-equivalent Total common stock reported following transaction

Latest possible vesting date June 1, 2027 Vests earlier of next annual meeting or this date

Key Terms

restricted stock units ("RSUs"), annual equity retainer, non-employee director compensation policy

3 terms

restricted stock units ("RSUs") financial

"Represents 22,022 restricted stock units ("RSUs") granted to the reporting person"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

annual equity retainer financial

"The RSUs represent the annual equity retainer under the Issuer's non-employee director compensation policy"

non-employee director compensation policy financial

"annual equity retainer under the Issuer's non-employee director compensation policy"

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Form 4 Insider Transactions: What Each Field Means →

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^*

THORNTON FELICIA D

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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	06/01/2026		A		22,022(1)	A	$0	22,022	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 22,022 restricted stock units ("RSUs") granted to the reporting person which are scheduled to vest on the earlier of (i) the date of the next annual meeting of stockholders following the date of grant; or (ii) June 1, 2027, subject to the continued service of the reporting person through such vesting date. The RSUs represent the annual equity retainer under the Issuer's non-employee director compensation policy.

Remarks:

	/s/ Luke D. Thompson, Luke D. Thompson, Attorney-in-Fact	06/02/2026
	** 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 transaction did Grocery Outlet (GO) director Felicia Thornton report?

Felicia D. Thornton reported an equity award of 22,022 restricted stock units in Grocery Outlet. These RSUs were granted at no cash cost as part of her non-employee director compensation and represent her reported direct holdings after the grant.

How many RSUs did Felicia Thornton receive from Grocery Outlet (GO)?

She received 22,022 restricted stock units from Grocery Outlet. These RSUs are part of the company’s annual equity retainer for non-employee directors and will convert into common shares as they vest, subject to her continued board service through the vesting date.

When do Felicia Thornton’s Grocery Outlet (GO) RSUs vest?

The 22,022 RSUs are scheduled to vest on the earlier of the next annual meeting of stockholders or June 1, 2027. Vesting is conditioned on Felicia Thornton’s continued service as a director through that vesting date under the company’s policy.

Did Felicia Thornton buy or sell Grocery Outlet (GO) shares for cash?

She did not buy or sell shares for cash in this transaction. The filing shows a grant of 22,022 restricted stock units at a price of $0.00 per unit as compensation, rather than an open-market purchase or sale of common stock.

What is the purpose of the RSU grant to Grocery Outlet (GO) director Felicia Thornton?

The 22,022 restricted stock units represent the annual equity retainer under Grocery Outlet’s non-employee director compensation policy. This structure aligns director compensation with shareholder interests by delivering value in stock units that vest over time with continued service.