Grocery Outlet director granted 18,868 RSUs

Jaros Carey F. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Jaros Carey F. reported acquisition or exercise transactions in this Form 4 filing.

Grocery Outlet Holding Corp. director Carey F. Jaros received an equity grant of 18,868 restricted stock units of common stock as compensation. These RSUs vest on the earlier of the next annual stockholder meeting following the grant date or June 1, 2027, contingent on continued board service. After this grant, Jaros directly holds 94,934 shares and units in total, reflecting routine non-employee director compensation under the company’s policy rather than an open-market purchase or sale.

Insider Trade Summary

Grant/Award: 18,868 shares

Grant/Award 1 txn

Insider Jaros Carey F.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	18,868	$0.00	$0.00

Holdings After Transaction: Common Stock — 94,934 shares (Direct)

Footnotes (1)

1. F1. Represents 18,868 restricted stock units ("RSUs") granted to the reporting person which are scheduled to vest on the earlier of (i) the date of the next annual meeting of stockholders following the date of grant; or (ii) June 1, 2027, subject to the continued service of the reporting person through such vesting date. The RSUs represent the annual equity retainer under the Issuer's non-employee director compensation policy.

Key Figures

RSUs granted: 18,868 units Grant price: $0.0000 per unit Total holdings after transaction: 94,934 shares/units

3 metrics

RSUs granted 18,868 units Restricted stock units granted to director on June 1, 2026

Grant price $0.0000 per unit Compensation-related RSU award with no purchase price

Total holdings after transaction 94,934 shares/units Direct holdings of Carey F. Jaros following the RSU grant

Key Terms

restricted stock units ("RSUs"), annual equity retainer, non-employee director compensation policy

3 terms

restricted stock units ("RSUs") financial

"Represents 18,868 restricted stock units ("RSUs") granted to the reporting person"

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.

annual equity retainer financial

"The RSUs represent the annual equity retainer under the Issuer's non-employee director compensation policy"

non-employee director compensation policy financial

"annual equity retainer under the Issuer's non-employee director compensation policy"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Grocery Outlet (GO) report for Carey F. Jaros?

Grocery Outlet reported that director Carey F. Jaros received 18,868 restricted stock units as an equity grant. The award is compensation under the non-employee director policy and not an open-market stock purchase or sale.

How many shares or units does Carey F. Jaros hold after this Form 4 for GO?

Following the reported grant, Carey F. Jaros directly holds 94,934 shares and units of Grocery Outlet common stock. This total includes the 18,868 newly granted restricted stock units disclosed in the Form 4 filing.

When do Carey F. Jaros’s 18,868 RSUs in Grocery Outlet vest?

The 18,868 restricted stock units granted to Carey F. Jaros vest on the earlier of the next annual stockholder meeting after the grant or June 1, 2027. Vesting is conditioned on continued service as a director through that date.

Was there a purchase price for Carey F. Jaros’s Grocery Outlet RSU grant?

There was no purchase price paid by Carey F. Jaros for this grant, as the Form 4 shows a price per share of 0.0000. The 18,868 restricted stock units are part of her annual non-employee director equity retainer.

Is Carey F. Jaros’s Grocery Outlet Form 4 transaction a market buy or sell?

The transaction is not a market buy or sell. It is a grant of 18,868 restricted stock units classified as a compensation-related award, with zero purchase price, under Grocery Outlet’s non-employee director compensation policy.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/02/2026 - 08:17 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^*

Jaros Carey F.

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/01/2026		A		18,868(1)	A	$0	94,934	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. Represents 18,868 restricted stock units ("RSUs") granted to the reporting person which are scheduled to vest on the earlier of (i) the date of the next annual meeting of stockholders following the date of grant; or (ii) June 1, 2027, subject to the continued service of the reporting person through such vesting date. The RSUs represent the annual equity retainer under the Issuer's non-employee director compensation policy.

Remarks:

	/s/ Luke D. Thompson, Luke D. Thompson, Attorney-in-Fact	06/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)