Grocery Outlet (GO) EVP sells 3,425 shares to cover tax obligations

Rhea-AI Filing Summary

Grocery Outlet Holding Corp. executive Luke D. Thompson, EVP, GC and Secretary, reported selling 3,425 shares of common stock at $6.06 per share. According to the footnote, the shares were sold to satisfy his tax withholding obligation upon vesting of previously granted performance stock units. After this transaction, he directly holds 92,813 shares of common stock.

Insider Trade Summary

Net Seller: 3,425 shares ($20,756)

Net Sell 1 txn

Insider Thompson Luke D

Role EVP, GC and Secretary

Sold 3,425 shs ($21K)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,425	$6.06	$21K

Holdings After Transaction: Common Stock — 92,813 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Thompson Luke D

(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, GC and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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	03/16/2026		S(1)		3,425	D	$6.06	92,813	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 performance stock units previously granted.

Remarks:

	/s/ Luke D. Thompson, Luke D. Thompson, Attorney-in-Fact	03/17/2026
	** 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.

FAQ

What insider transaction did Grocery Outlet (GO) report for Luke D. Thompson?

Grocery Outlet reported that EVP, GC and Secretary Luke D. Thompson sold 3,425 shares of common stock. The shares were sold at $6.06 each to cover tax withholding obligations from vesting performance stock units, leaving him with 92,813 shares directly held.

Why did Grocery Outlet (GO) executive Luke D. Thompson sell 3,425 shares?

Luke D. Thompson sold 3,425 Grocery Outlet shares to satisfy tax withholding obligations tied to vesting performance stock units. The footnote explains this purpose, indicating the sale was for taxes rather than a discretionary reduction of his overall investment in the company.

How many Grocery Outlet (GO) shares does Luke D. Thompson hold after the reported sale?

After selling 3,425 shares, Luke D. Thompson directly holds 92,813 shares of Grocery Outlet common stock. This remaining position, disclosed in the Form 4, provides context that the tax-related sale represented only a small portion of his overall holdings.

At what price were Luke D. Thompson’s Grocery Outlet (GO) shares sold?

The 3,425 Grocery Outlet shares sold by Luke D. Thompson were transacted at $6.06 per share. This price is reported in the Form 4 and applies specifically to the tax-related sale linked to vesting performance stock units, not to any broader trading program.

Does the Grocery Outlet (GO) Form 4 indicate an open-market sale by Luke D. Thompson?

The Form 4 uses a sale code and describes an open-market or private transaction, but the footnote clarifies the shares were sold solely to cover tax withholding on vesting performance stock units. This framing suggests a routine tax-related transaction rather than a discretionary portfolio shift.