Grocery Outlet executive granted stock and PSUs

Miller Paul Blaine reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Miller Paul Blaine reported acquisition or exercise transactions in this Form 4 filing.

Grocery Outlet Holding Corp. reported that executive Paul Blaine Miller received equity-based compensation awards. He was granted 27,431 restricted stock units (RSUs), each convertible into one share of common stock, which will vest in three equal installments on May 20 of 2027, 2028 and 2029, contingent on continued service.

Miller also received 41,146 performance stock units (PSUs), each tied to one share of common stock. These PSUs are earned based on share-price goals over a three-year performance period ending with fiscal 2028, with a potential payout of 0–200% of the reported amount depending on performance and continued employment. Following the RSU grant, Miller directly owns 49,171 shares of common stock.

Insider Trade Summary

Grant/Award: 68,577 shares

Grant/Award 2 txns

Insider Miller Paul Blaine

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Unit	41,146	$0.00	$0.00
Grant/Award	Common Stock	27,431	$0.00	$0.00

Holdings After Transaction: Performance Stock Unit — 41,146 contracts (Direct); Common Stock — 49,171 shares (Direct)

Footnotes (2)

1. F1. Represents 27,431 restricted stock units ("RSUs") granted on June 15, 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 May 20 of each of 2027, 2028 and 2029, subject to the reporting person's completion of service through such vesting dates.
2. F2. 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.

Key Figures

RSUs granted: 27,431 units PSUs granted: 41,146 units Shares after RSU grant: 49,171 shares +3 more

6 metrics

RSUs granted 27,431 units Restricted stock units granted on June 15, 2026

PSUs granted 41,146 units Performance stock units granted on June 15, 2026

Shares after RSU grant 49,171 shares Common stock directly owned following transaction

PSU payout range 0–200% Potential PSUs earned based on performance through fiscal 2028

RSU vesting schedule 3 installments Vests on May 20 of 2027, 2028 and 2029

Performance period length 3 years PSUs measured through end of fiscal 2028

Key Terms

restricted stock units ("RSUs"), performance-based RSUs ("PSUs"), three-year performance period, Compensation Committee

4 terms

restricted stock units ("RSUs") financial

"Represents 27,431 restricted stock units ("RSUs") granted on June 15, 2026"

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.

performance-based RSUs ("PSUs") financial

"Represents a grant of performance-based RSUs ("PSUs"). Each PSU represents a right"

three-year performance period financial

"specified time periods during a three-year performance period ending on the last day"

Compensation Committee financial

"will vest upon the certification of achievement by the Compensation Committee of the Board"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

FAQ

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

What equity awards did Paul Blaine Miller receive at Grocery Outlet (GO)?

Paul Blaine Miller received 27,431 restricted stock units and 41,146 performance stock units from Grocery Outlet Holding Corp. These awards are part of his compensation and may convert into common stock if time-based and performance-based conditions are satisfied over several years.

How do the 27,431 RSUs granted to Miller at GO vest?

The 27,431 RSUs vest in three equal installments on May 20 of 2027, 2028 and 2029. Each vested unit entitles Miller to one share of Grocery Outlet common stock, provided he remains in service through the applicable vesting dates.

How are the 41,146 performance stock units at GO earned?

The 41,146 PSUs are earned based on specified share price goals measured over a three-year performance period ending with fiscal 2028. After this period, the Compensation Committee certifies results, and Miller can receive 0–200% of the reported PSUs, subject to continued employment.

Does this GO Form 4 show an open-market buy or sell by Miller?

No, the Form 4 reflects compensation-related stock grants, not open-market trades. The RSUs and PSUs were awarded at a price of $0.00 per unit and will convert into shares only if vesting and performance conditions are met over time.

How many GO common shares does Miller hold after these awards?

After the RSU grant, Miller directly holds 49,171 shares of Grocery Outlet common stock. This figure reflects his reported direct ownership following the transaction and does not include unvested RSUs or PSUs, which may settle into additional shares in the future.

What performance period applies to Miller’s PSUs at Grocery Outlet (GO)?

Miller’s PSUs are tied to a three-year performance period ending on the last day of Grocery Outlet’s fiscal year 2028. The Compensation Committee will certify goal achievement after this period, determining how many PSUs, from 0% to 200%, ultimately vest into common shares.

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

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Accepted by SEC EDGAR 06/16/2026 - 06:39 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^*

Miller Paul Blaine

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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	06/15/2026		A		27,431(1)	A	$0	49,171	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	(2)	06/15/2026		A		41,146		(2)	(2)	Common Stock	41,146	(2)	41,146	D

Explanation of Responses:

1. Represents 27,431 restricted stock units ("RSUs") granted on June 15, 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 May 20 of each of 2027, 2028 and 2029, subject to the reporting person's completion of service through such vesting dates.

2. 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:

The reporting person's title is EVP, Chief Purchasing & Merchandising Officer.

	/s/ Luke D. Thompson, Luke D. Thompson, Attorney-in-Fact	06/16/2026
	** 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)