Tax-driven share sale: Grocery Outlet (GO) CFO covers RSU withholding

Rhea-AI Filing Summary

Grocery Outlet Holding Corp. executive vice president and chief financial officer Christopher M. Miller reported an open-market sale of 5,024 shares of common stock on March 9, 2026 at $5.84 per share. According to the filing, the shares were sold to satisfy his tax withholding obligation upon vesting of previously granted RSUs, making this a routine, tax-driven transaction rather than a discretionary sale. After the sale, he directly holds 38,675 shares of Grocery Outlet common stock.

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^*

MILLER CHRISTOPHER M

(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)
	EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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	03/09/2026		S		5,024(1)	D	$5.84	38,675	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. 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).
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FAQ

What insider transaction did Grocery Outlet (GO) report for Christopher M. Miller?

Grocery Outlet reported that CFO Christopher M. Miller sold 5,024 shares of common stock. The sale occurred on March 9, 2026, and was disclosed in a Form 4 insider trading report filed with regulators.

At what price did the Grocery Outlet (GO) CFO sell his shares?

Christopher M. Miller sold 5,024 Grocery Outlet common shares at a price of $5.84 per share. This price reflects an open-market transaction as described in the Form 4 filing’s transaction details.

Why did the Grocery Outlet (GO) CFO sell 5,024 shares?

The shares were sold to cover Christopher M. Miller’s tax withholding obligation related to the vesting of previously granted RSUs. The footnote explains this was a tax-driven sale, not a discretionary reduction of his investment position.

How many Grocery Outlet (GO) shares does the CFO hold after the sale?

Following the reported transaction, Christopher M. Miller directly holds 38,675 shares of Grocery Outlet common stock. This post-transaction holding is disclosed in the Form 4 and reflects his remaining direct ownership stake.

What type of insider transaction code was used in the Grocery Outlet (GO) Form 4?

The transaction was coded as “S,” indicating a sale in the open market or a private transaction. Despite the sale code, the footnote clarifies the shares were sold specifically to satisfy tax withholding on vested RSUs.

Does the Grocery Outlet (GO) CFO’s sale indicate a change in his investment view?

The filing describes the sale as being solely to satisfy a tax withholding obligation on vested RSUs. This characterization suggests a routine administrative transaction rather than a discretionary change in Christopher M. Miller’s investment outlook.