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

Steven K. Wilson, Executive Vice President and Chief Purchasing Officer of Grocery Outlet Holding Corp. (GO), reported a sale of 5,000 shares of the issuer’s common stock on 08/15/2025 at a weighted-average price of $18.24 per share.

Rhea-AI Filing Summary

Steven K. Wilson, Executive Vice President and Chief Purchasing Officer of Grocery Outlet Holding Corp. (GO), reported a sale of 5,000 shares of the issuer’s common stock on 08/15/2025 at a weighted-average price of $18.24 per share. After the sale, Mr. Wilson beneficially owned 141,923 shares. The Form 4 was signed by an attorney-in-fact on 08/19/2025. The filing notes the reported price is a weighted average from multiple transactions ranging $18.23 to $18.24 and offers to provide a breakdown on request.

Insights

Securities Analyst

TL;DR: Routine insider sale of 5,000 shares; impact appears neutral given remaining 141,923 shares held.

This Form 4 reports an open-market disposition by an executive, showing a relatively small transaction size versus the reported post-sale holding. The filing discloses the weighted-average sale price ($18.24) and the range ($18.23–$18.24), which suggests multiple executions. There is no indication of a Rule 10b5-1 plan or other non-routine arrangement in the disclosure, and no derivative transactions were reported.

Corporate Governance Expert

TL;DR: Disclosure is complete for the reported sale; routine insider disclosure compliance observed.

The Form 4 includes the reporting person's role, transaction date, quantities, and price disclosure with a footnote explaining the weighted average calculation. The signature by an attorney-in-fact is provided. From a governance and compliance perspective, the form meets Section 16 reporting elements shown in the document; there are no additional governance events disclosed.

Insider Trade Summary

Net Seller: 5,000 shares

Net Sell 1 txn

Insider Wilson Steven K.

Role EVP, Chief Purchasing Officer

Sold 5,000 shs ($91K)

Type	Security	Shares	Price	Value
Sale	Common Stock	5,000	$18.24	$91K

Holdings After Transaction: Common Stock — 141,923 shares (Direct)

Footnotes (1)

1. F1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.23 to $18.24, 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 sold at each separate price within the ranges set forth in this footnote.

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Accepted by SEC EDGAR 08/19/2025 - 06:33 PM Learn about SEC filing dates

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^*

Wilson Steven K.

(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)
	EVP, Chief Purchasing Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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
Common Stock	08/15/2025		S		5,000	D	$18.24(1)	141,923	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 sold in multiple transactions at prices ranging from $18.23 to $18.24, 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 sold at each separate price within the ranges set forth in this footnote.

Remarks:

	/s/ Lauri Fischer, Lauri Fischer, attorney-in-fact	08/19/2025
	** 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.