Are the recent Grocery Outlet (GO) insider transactions compensation-related or open-market investments?

The transactions are compensation-related. Wilson’s 13,110-share acquisition stems from vested performance stock units, and the 5,141-share sale was executed solely to cover tax withholding on vested restricted stock units, according to the footnotes, rather than as a discretionary investment decision.

Grocery Outlet (GO) EVP gets 13,110-share award, sells 5,141 for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Grocery Outlet Holding Corp. executive Steven K. Wilson reported compensation-related stock transactions. He received 13,110 shares of common stock at no cost after the compensation committee certified performance goals tied to performance stock units granted on March 2, 2023. To cover tax withholding on previously granted restricted stock units that vested, he sold 5,141 shares at $5.84 per share in an open-market transaction. After these activities, he directly holds 124,892 shares of common stock.

Insights

Routine equity awards vested, with a small tax-related sale.

Executive vice president Steven K. Wilson received 13,110 shares of Grocery Outlet common stock for achieving performance targets on previously granted performance stock units. This is a standard equity compensation event tied to earlier incentive awards, not a new cash purchase.

He then sold 5,141 shares at $5.84 per share to satisfy tax withholding on vested restricted stock units, according to the footnote. Because the sale is driven by tax obligations rather than a discretionary portfolio decision, it carries a weak signaling effect.

Following these transactions, Wilson directly holds 124,892 shares. The net share change is modest relative to his position, and no derivative holdings are listed, so the overall impact on the investment case for Grocery Outlet Holding Corp. appears neutral.

Insider Trade Summary

Net Seller: 5,141 shares ($30,023)

Net Sell 2 txns

Insider Wilson Steven K.

Role EVP, Chief Purchasing Officer

Sold 5,141 shs ($30K)

Type	Security	Shares	Price	Value
Sale	Common Stock	5,141	$5.84	$30K
Grant/Award	Common Stock	13,110	$0.00	--

Holdings After Transaction: Common Stock — 124,892 shares (Direct)

Footnotes (1)

Represents fully vested shares of the Issuer's Common Stock acquired by the reporting person upon certification by the Issuer's Compensation Committee that certain performance-based vesting conditions had been satisfied with respect to performance stock units ("PSUs") granted to the reporting person on March 2, 2023. These shares were sold to satisfy the reporting person's tax withholding obligation upon vesting of RSUs previously granted.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/10/2026 - 07:40 PM

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

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)
03/06/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/06/2026		A		13,110⁽¹⁾	A	$0	130,033	D
Common Stock	03/09/2026		S		5,141⁽²⁾	D	$5.84	124,892	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents fully vested shares of the Issuer's Common Stock acquired by the reporting person upon certification by the Issuer's Compensation Committee that certain performance-based vesting conditions had been satisfied with respect to performance stock units ("PSUs") granted to the reporting person on March 2, 2023.

2. These shares were sold to satisfy the reporting person's tax withholding obligation upon vesting of RSUs previously granted.

Remarks:

	/s/ Luke D. Thompson, Luke D. Thompson, Attorney-in-Fact	03/10/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Grocery Outlet (GO) executive Steven K. Wilson report?

Steven K. Wilson reported receiving 13,110 shares of Grocery Outlet common stock as a vested performance award and selling 5,141 shares. The sale was executed at $5.84 per share and was related to tax withholding obligations on previously granted restricted stock units.

Why did Steven K. Wilson sell 5,141 shares of Grocery Outlet (GO) stock?

He sold 5,141 Grocery Outlet shares to satisfy his tax withholding obligation upon the vesting of previously granted restricted stock units. The filing notes this sale as a tax-driven transaction, not a discretionary open-market liquidation reflecting a change in his economic exposure.

How many Grocery Outlet (GO) shares did Steven K. Wilson receive from performance awards?

He received 13,110 fully vested shares of Grocery Outlet common stock. These shares were issued after the compensation committee certified that performance-based conditions tied to performance stock units granted on March 2, 2023, had been satisfied, converting those awards into actual shares.

What is Steven K. Wilson’s Grocery Outlet (GO) shareholding after the reported Form 4?

After the reported transactions, Steven K. Wilson directly holds 124,892 shares of Grocery Outlet common stock. This figure reflects both the 13,110-share performance award vesting and the 5,141-share sale executed to cover tax withholding obligations on vested restricted stock units.

What role does Steven K. Wilson hold at Grocery Outlet (GO) according to the Form 4?

Steven K. Wilson serves as Executive Vice President and Chief Purchasing Officer at Grocery Outlet Holding Corp. His reported transactions involve common stock tied to his equity compensation, including performance stock units and restricted stock units that have recently vested.