Grocery Outlet (GO) exec Andrea Bortner awarded new RSUs and PSUs

Rhea-AI Filing Summary

Bortner Andrea Renee reported acquisition or exercise transactions in this Form 4 filing.

Grocery Outlet Holding Corp. executive Andrea Renee Bortner reported equity awards that increase her ownership stake. She received 42,956 restricted stock units and a separate 21,479-unit RSU grant, each convertible into one share of common stock and vesting in three equal installments on March 1 of 2027, 2028 and 2029, contingent on continued service. She also received performance stock unit awards covering 64,433 and 32,218 shares of common stock. These PSUs can pay out between 0% and 200% of the reported amounts based on share price goals over a three-year performance period ending on the last day of fiscal 2028, with vesting after the Compensation Committee certifies results. Following these grants, she directly holds 82,843 shares of common stock, and an additional 44,468 shares are held indirectly through the Bortner Family Trust, where she serves as trustee.

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^*

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)
03/12/2026

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	03/12/2026		A		42,956(1)	A	$0	61,364	D
Common Stock	03/12/2026		A		21,479(2)	A	$0	82,843	D
Common Stock								44,468	I	By Trust(3)

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
Performance Stock Unit	(4)	03/12/2026		A		64,433		(4)	(4)	Common Stock	64,433	(4)	64,433	D
Performance Stock Unit	(4)	03/12/2026		A		32,218		(4)	(4)	Common Stock	32,218	(4)	32,218	D

Explanation of Responses:

1. Represents 42,956 restricted stock units ("RSUs") granted on March 12, 2026 to the reporting person that will entitle the reporting person to receive one share of the Issuer's Common Stock per RSU. The RSUs will vest in three equal installments on March 1 of each of 2027, 2028 and 2029, subject to the reporting person's completion of each 12 month period of service through such vesting dates.

2. Represents 21,479 restricted stock units ("RSUs") granted on March 12, 2026 to the reporting person that will entitle the reporting person to receive one share of the Issuer's Common Stock per RSU. The RSUs will vest in three equal installments on March 1 of each of 2027, 2028 and 2029, subject to the reporting person's completion of each 12 month period of service through such vesting dates.

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

4. Represents a grant of performance-based RSUs ("PSUs"). Each PSU represents a right to receive one share of the Issuer's common stock upon vesting. The PSUs are earned based on the achievement of specified share price goals for specified time periods during a three-year performance period ending on the last day of the Issuer's fiscal year 2028. The Reporting Person could earn 0-200% of the amount reported depending on the level of performance achieved. The PSUs will vest upon the certification of achievement by the Compensation Committee of the Board of Directors of the Issuer following the end of the performance period, subject to the Reporting Person's continued employment or service with the Issuer as contemplated in the PSU Award Agreement.

Remarks:

EVP, Chief Human Resources Officer

	/s/ Luke D. Thompson, Luke D. Thompson, Attorney-in-Fact	03/13/2026
	** 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 did Andrea Renee Bortner report in the latest Form 4 for GO?

Andrea Renee Bortner reported equity awards in Grocery Outlet Holding Corp. stock, including new restricted stock units and performance stock units. These awards increase her potential ownership and are tied to service-based and performance-based vesting conditions over several years.

How many restricted stock units did Andrea Bortner receive from Grocery Outlet (GO)?

Andrea Bortner received two restricted stock unit grants of 42,956 and 21,479 units. Each RSU converts into one share of common stock and vests in three equal installments on March 1 of 2027, 2028 and 2029, conditioned on continued service through each vesting date.

What are the terms of Andrea Bortner’s performance stock units in GO?

Andrea Bortner received performance stock unit awards for 64,433 and 32,218 shares. Each PSU can convert into one share of common stock, with 0–200% of the reported amounts earned based on share price goals over a three-year period ending at fiscal 2028.

When do Andrea Bortner’s Grocery Outlet RSUs vest?

The RSUs granted to Andrea Bortner vest in three equal installments on March 1 of 2027, 2028 and 2029. Vesting is contingent on her completing each 12‑month period of service with Grocery Outlet through the applicable vesting dates.

How is performance measured for Andrea Bortner’s PSUs at Grocery Outlet (GO)?

Performance stock units are earned based on specified share price goals measured over a three-year performance period ending on the last day of fiscal 2028. The Compensation Committee certifies achievement after the period, determining whether 0–200% of the reported PSUs vest.

How many Grocery Outlet shares does Andrea Bortner hold directly and indirectly?

Following the reported awards, Andrea Bortner directly holds 82,843 shares of Grocery Outlet common stock. An additional 44,468 shares are held indirectly through the Bortner Family Trust, where she serves as trustee, reflecting both direct and trust-based ownership.

Are Andrea Bortner’s new GO equity awards open-market purchases?

The reported awards are not open-market purchases; they are grants of restricted stock units and performance stock units. These equity awards are part of her compensation, with vesting tied to continued service and future share price performance over defined periods.