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

Grocery Outlet (NASDAQ: GO) SVP granted RSUs and performance stock units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Leary Susan Michelle reported acquisition or exercise transactions in this Form 4 filing.

Grocery Outlet Holding Corp. senior vice president of accounting Susan Michelle Leary received new equity awards in the form of restricted and performance stock units. She was granted 4,433 restricted stock units, each convertible into one share of common stock, bringing her direct common stock holdings to 50,642 shares after the award.

She also received 6,650 performance stock units tied to share price goals over a three-year performance period ending with fiscal year 2028. Depending on performance, she may ultimately earn between 0% and 200% of this PSU target, subject to continued service and Compensation Committee certification.

Positive

  • None.

Negative

  • None.
Insider Leary Susan Michelle
Role SVP, Accounting
Type Security Shares Price Value
Grant/Award Performance Stock Unit 6,650 $0.00 --
Grant/Award Common Stock 4,433 $0.00 --
Holdings After Transaction: Performance Stock Unit — 6,650 shares (Direct, null); Common Stock — 50,642 shares (Direct, null)
Footnotes (1)
  1. Represents 4,433 restricted stock units ("RSUs") granted on June 15, 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 May 20 of each of 2027, 2028 and 2029, subject to the reporting person's completion of service through such vesting dates. 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.
Restricted stock units granted 4,433 units RSUs granted on June 15, 2026
Performance stock units granted 6,650 units PSUs granted on June 15, 2026
Common shares held after grant 50,642 shares Direct holdings following RSU award
PSU payout range 0–200% of target Based on share price performance through fiscal 2028
RSU vesting schedule 3 equal installments Vest on May 20, 2027, 2028 and 2029
PSU performance period length 3 years Performance period ending last day of fiscal 2028
restricted stock units ("RSUs") financial
"Represents 4,433 restricted stock units ("RSUs") granted on June 15, 2026"
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.
performance-based RSUs ("PSUs") financial
"Represents a grant of performance-based RSUs ("PSUs"). Each PSU represents a right"
three-year performance period financial
"specified time periods during a three-year performance period ending on the last day"
Compensation Committee financial
"will vest upon the certification of achievement by the Compensation Committee of the Board"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Leary Susan Michelle
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Accounting
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/15/2026A4,433(1)A$050,642D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Unit(2)06/15/2026A6,650 (2) (2)Common Stock6,650(2)6,650D
Explanation of Responses:
1. Represents 4,433 restricted stock units ("RSUs") granted on June 15, 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 May 20 of each of 2027, 2028 and 2029, subject to the reporting person's completion 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:
/s/ Luke D. Thompson, Luke D. Thompson, Attorney-in-Fact06/16/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did GO executive Susan Leary report on this Form 4?

Susan Michelle Leary reported receiving equity awards, not making an open-market trade. She was granted 4,433 restricted stock units and 6,650 performance stock units, both tied to Grocery Outlet Holding Corp. common stock as part of her compensation.

How many Grocery Outlet (GO) shares does Susan Leary hold after this grant?

After the grant, Susan Leary directly holds 50,642 shares of Grocery Outlet common stock. This figure reflects her updated ownership following the award of 4,433 restricted stock units that each convert into one share when they vest.

What are the terms of the 4,433 restricted stock units granted to Susan Leary at GO?

The 4,433 restricted stock units each convert into one share of Grocery Outlet common stock. They vest in three equal installments on May 20 of 2027, 2028, and 2029, contingent on Susan Leary’s continued service through those vesting dates.

How do the 6,650 performance stock units for GO executive Susan Leary work?

The 6,650 performance stock units are earned based on share price goals over a three-year performance period ending with fiscal 2028. Each PSU can convert into one share, with 0–200% of the target ultimately earned, depending on performance and continued employment.

When will Susan Leary’s performance stock units at Grocery Outlet vest?

The performance stock units are scheduled to vest after the three-year performance period ending in fiscal 2028. Vesting occurs when the Compensation Committee certifies achievement of share price goals, assuming Susan Leary remains employed as outlined in the PSU Award Agreement.

Did the Grocery Outlet (GO) Form 4 show any stock sales by Susan Leary?

The Form 4 shows only equity grants to Susan Leary, not stock sales. It reports awards of restricted stock units and performance stock units with no open-market purchases or sales, reflecting routine compensation rather than trading activity.