Grocery Outlet (GO) EVP awarded new RSU and PSU equity grants

Rhea-AI Filing Summary

Thompson Luke D reported acquisition or exercise transactions in this Form 4 filing.

Grocery Outlet Holding Corp. reported that EVP, GC and Secretary Luke D. Thompson received new equity awards. On March 12, 2026, he was granted 40,475 restricted stock units and 20,240 restricted stock units, each RSU entitling him to one share of common stock.

The RSUs vest in three equal installments on March 1 of 2027, 2028 and 2029, conditioned on a full year of service before each vesting date. He also received performance stock units covering 60,712 and 30,359 underlying shares. These PSUs can pay out 0–200% of the reported amounts based on share price goals over a three-year period ending with fiscal year 2028, and vest after Compensation Committee certification, subject to continued employment. Following the common stock awards, he directly holds 96,238 shares.

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^*

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)
03/12/2026

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	03/12/2026		A		40,475(1)	A	$0	75,998	D
Common Stock	03/12/2026		A		20,240(2)	A	$0	96,238	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
Performance Stock Unit	(3)	03/12/2026		A		60,712		(3)	(3)	Common Stock	60,712	(3)	60,712	D
Performance Stock Unit	(3)	03/12/2026		A		30,359		(3)	(3)	Common Stock	30,359	(3)	30,359	D

Explanation of Responses:

1. Represents 40,475 restricted stock units ("RSUs") granted on March 12, 2026 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 in three equal installments on March 1 of each of 2027, 2028 and 2029, subject to the reporting person's completion of each 12 month period of service through such vesting dates.

2. Represents 20,240 restricted stock units ("RSUs") granted on March 12, 2026 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 in three equal installments on March 1 of each of 2027, 2028 and 2029, subject to the reporting person's completion of each 12 month period of service through such vesting dates.

3. Represents a grant of performance-based RSUs ("PSUs"). Each PSU represents a right to receive one share of the Issuer's common stock upon vesting. The PSUs are earned based on the achievement of specified share price goals for specified time periods during a three-year performance period ending on the last day of the Issuer's fiscal year 2028. The Reporting Person could earn 0-200% of the amount reported depending on the level of performance achieved. The PSUs will vest upon the certification of achievement by the Compensation Committee of the Board of Directors of the Issuer following the end of the performance period, subject to the Reporting Person's continued employment or service with the Issuer as contemplated in the PSU Award Agreement.

Remarks:

	/s/ Luke D. Thompson, Luke D. Thompson, Attorney-in-Fact	03/13/2026
	** 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 equity awards did Luke D. Thompson report in the Grocery Outlet (GO) Form 4?

Luke D. Thompson reported grants of 40,475 and 20,240 restricted stock units and performance stock units tied to 60,712 and 30,359 underlying common shares. Each RSU or PSU represents the right to receive one share of Grocery Outlet common stock upon vesting.

How do the RSUs granted to Luke D. Thompson at Grocery Outlet (GO) vest?

The 40,475 and 20,240 RSUs granted on March 12, 2026 vest in three equal installments on March 1 of 2027, 2028 and 2029. Vesting each year requires Thompson to complete the corresponding 12‑month period of service with Grocery Outlet.

What performance conditions apply to Luke D. Thompson’s PSUs at Grocery Outlet (GO)?

The performance stock units are earned based on specified share price goals over a three‑year performance period ending on the last day of fiscal 2028. Thompson may earn between 0% and 200% of the reported PSU amounts, depending on the level of share price performance achieved.

When do Luke D. Thompson’s performance stock units at Grocery Outlet (GO) vest?

The PSUs vest after the Compensation Committee certifies performance following the three‑year period ending with fiscal 2028. Vesting is also conditioned on Thompson’s continued employment or service with Grocery Outlet under the terms of the PSU award agreement.

How many Grocery Outlet (GO) common shares does Luke D. Thompson hold after these transactions?

After the reported non‑derivative grants on March 12, 2026, Luke D. Thompson directly holds 96,238 shares of Grocery Outlet common stock. This figure reflects his post‑transaction ownership as shown in the Form 4 for his direct holdings.

Are Luke D. Thompson’s reported transactions in Grocery Outlet (GO) open‑market buys or compensation grants?

All reported transactions are compensation‑related grants with a transaction code of “A” for awards, not open‑market purchases or sales. They include restricted stock units and performance stock units granted at a stated price of $0.00 per unit on the grant date.