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

Rhea-AI Filing Summary

Frank Michael Kerr, EVP, Chief Store Operations Officer of Grocery Outlet Holding Corp. (GO), reported acquisitions on 09/15/2025. He was granted 11,969 restricted stock units (RSUs) that convert one-for-one to common shares and vest in three equal installments on August 20 of 2026, 2027 and 2028, subject to continued service. He also received 18,535 stock options with an exercise price of $16.71, granted 09/15/2025, vesting in three equal installments on September 15 of 2026, 2027 and 2028, and exercisable through 09/15/2035. The filing notes up to 9,018 PSUs at target (or 18,036 at maximum) that are not included in the reported vested amounts and are subject to performance conditions.

Positive

• Acquisition of 11,969 RSUs granted 09/15/2025, converting one-for-one to common shares upon vesting
• Grant of 18,535 stock options on 09/15/2025 with a clear exercise price of $16.71 and expiration 09/15/2035
• Vesting schedules disclosed: RSUs vest Aug 20 of 2026, 2027, 2028; options vest Sep 15 of 2026, 2027, 2028
• Additional PSUs disclosed: up to 9,018 at target or 18,036 at maximum, subject to performance conditions

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider received equity grants (RSUs and options) with multi-year vesting and long-dated option expiry; routine executive compensation disclosure.

The Form 4 discloses a non-discretionary issuance of equity awards to an executive officer: 11,969 RSUs and 18,535 options granted 09/15/2025. Vesting schedules are time-based over three years for both award types, and the options carry a stated exercise price of $16.71 with an expiration of 09/15/2035. The filing also discloses potential performance stock units (9,018 at target; 18,036 at maximum) that remain unvested and contingent on performance metrics. This is a standard Section 16 reporting event documenting beneficial ownership changes by an officer.

Compensation & Governance Specialist

TL;DR: Grants follow typical executive equity-delivery mechanics: RSUs for retention and options for longer-term incentive, plus contingent PSUs.

The disclosure specifies the award types, vesting cadence, and the interplay of time-based and performance-based components. RSUs convert one-for-one to shares on scheduled vesting dates (Aug 20, 2026-2028). Options vest annually beginning 09/15/2026 and expire in 2035. The mention of PSUs at target and maximum levels clarifies additional upside tied to performance metrics, though the filing does not state the performance criteria. The report is consistent with routine compensation grant reporting and provides clear timelines for potential share issuance.

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
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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).

1. Name and Address of Reporting Person^*

Kerr Frank Michael

(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)
09/15/2025

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	09/15/2025		A		11,969(1)	A	$16.71	11,969	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
Stock Options (Right to Buy)	$16.71	09/15/2025		A		18,535		(2)	09/15/2035	Common Stock	18,535	$0	18,535	D

Explanation of Responses:

1. Represents 11,969 restricted stock units ("RSUs") granted 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, and the underlying shares will be concurrently issued in a series of three equal installments on August 20 of each of 2026, 2027 and 2028, subject to the continued service of the reporting person through such vesting dates.

2. Represents 18,535 stock options granted on September 15, 2025, which vest in three equal installments on September 15 of each of 2026, 2027 and 2028, subject to the continued service of the reporting person through such vesting dates. Does not include up to an additional 9,018 unvested performance stock units ("PSUs") at target achievement (or up to an additional 18,036 unvested PSUs at maximum achievement) which are eligible to vest upon the achievement of certain performance-based vesting conditions.

Remarks:

The reporting person's title is EVP, Chief Store Operations Officer.

	/s/ Luke D. Thompson, Luke D. Thompson, Attorney-in-Fact	09/17/2025
	** 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.

FAQ

What equity did Grocery Outlet (GO) insider Frank Michael Kerr receive on 09/15/2025?

The filing shows 11,969 RSUs and 18,535 stock options granted on 09/15/2025.

When do the RSUs and options granted to the GO executive vest?

RSUs vest in three equal installments on August 20, 2026, 2027 and 2028. Options vest in three equal installments on September 15, 2026, 2027 and 2028.

What is the exercise price and expiration of the options reported for GO insider?

The reported options have an exercise price of $16.71 and an expiration date of 09/15/2035.

Are there any performance-based awards mentioned in the GO Form 4?

Yes. The filing notes up to 9,018 PSUs at target or 18,036 PSUs at maximum, subject to performance-based vesting conditions.

What is the reporting person’s title at Grocery Outlet (GO)?

The reporting person is identified as EVP, Chief Store Operations Officer.