Grocery Outlet (GO) awards RSU and performance stock units to Delly

Rhea-AI Filing Summary

Grocery Outlet Holding Corp. reported that executive Matthew Patrick Delly received new equity awards. He was granted 43,494 restricted stock units that convert into an equal number of common shares, vesting in three equal installments on March 1 of 2027, 2028 and 2029, contingent on continued service.

Delly also received 65,241 performance stock units, each tied to one share of common stock. These performance-based RSUs can pay out between 0% and 200% of the reported amount, depending on share price performance over a three-year period ending at the close of fiscal year 2028 and subject to board compensation committee certification and continued employment.

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^*

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)
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		43,494(1)	A	$0	43,494	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
Performance Stock Unit	(2)	03/12/2026		A		65,241		(2)	(2)	Common Stock	65,241	(2)	65,241	D

Explanation of Responses:

1. Represents 43,494 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 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 Merchandising & Purchasing 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.
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FAQ

What equity awards did Matthew Patrick Delly receive from Grocery Outlet (GO)?

Matthew Patrick Delly received 43,494 time-based restricted stock units and 65,241 performance stock units from Grocery Outlet. Each unit corresponds to one share of common stock, making these awards a key part of his long-term equity compensation package.

How do the 43,494 RSUs granted by Grocery Outlet (GO) vest?

The 43,494 RSUs granted to Delly by Grocery Outlet vest in three equal installments on March 1 of 2027, 2028 and 2029. Vesting requires completion of each 12‑month service period leading up to the respective vesting dates.

What performance conditions apply to Grocery Outlet (GO) performance stock units?

The 65,241 performance stock units from Grocery Outlet are earned based on achieving specified share price goals during a three‑year period ending with fiscal 2028. Payout can range from 0% to 200%, depending on performance, and requires continued employment through certification.

When will Grocery Outlet (GO) performance stock units vest for Matthew Delly?

The performance stock units vest after the three‑year performance period ending at the last day of Grocery Outlet’s fiscal year 2028. Vesting occurs upon compensation committee certification of results and Delly’s continued employment or service through that time.

Are Matthew Delly’s new Grocery Outlet (GO) equity awards open-market purchases?

No, Delly’s new equity positions in Grocery Outlet are compensation grants, not open‑market purchases. Both the RSUs and performance stock units were awarded at no purchase price as part of his role with the company.

What is the potential range of shares from Grocery Outlet (GO) PSUs?

The 65,241 performance stock units from Grocery Outlet can result in between 0% and 200% of that reported amount. The actual number of common shares earned depends on achieving specified share price performance targets during the three‑year measurement period.