Grocery Outlet (GO) CEO sells 67,397 shares to cover RSU tax

Rhea-AI Filing Summary

Grocery Outlet Holding Corp.’s President and CEO Jason J. N. Potter reported an open‑market sale of 67,397 shares of common stock at $5.84 per share. According to the filing, these shares were sold solely to cover his tax withholding obligation upon vesting of previously granted RSUs, and he now directly holds 101,095 shares.

Insights

Equity compensation and insider-trading analyst

CEO’s sale is tied to RSU tax withholding and appears routine rather than discretionary.

President and CEO Jason J. N. Potter sold 67,397 shares of Grocery Outlet Holding Corp. common stock at $5.84 per share. A footnote states the sale was executed to satisfy tax withholding obligations triggered by the vesting of previously granted restricted stock units.

Because the transaction is linked to RSU vesting and tax payments, it is typically viewed as a mechanistic event rather than an active decision to reduce exposure. After this sale, Potter still directly holds 101,095 shares, indicating he retains a meaningful equity stake in the company.

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

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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^*

Potter Jason J. N.

(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)

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

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		67,397(1)	D	$5.84	101,095	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).
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 its CEO?

Grocery Outlet’s President and CEO Jason J. N. Potter reported selling 67,397 shares of common stock at $5.84 per share. The filing indicates this sale was connected to tax withholding on recently vested restricted stock units rather than a discretionary portfolio decision.

Why did Grocery Outlet CEO Jason Potter sell 67,397 GO shares?

The filing states the 67,397 shares were sold to satisfy Jason Potter’s tax withholding obligations upon vesting of previously granted RSUs. Such sales are generally automatic, driven by tax requirements on equity compensation rather than an intentional reduction in company ownership.

How many Grocery Outlet (GO) shares does the CEO own after this Form 4 sale?

Following the reported transaction, Jason J. N. Potter directly holds 101,095 shares of Grocery Outlet common stock. This post-transaction holding, disclosed in the Form 4, shows he maintains a substantial direct equity interest in the company after covering RSU-related tax obligations.

Was the Grocery Outlet CEO’s recent GO stock sale an open-market transaction?

Yes. The Form 4 classifies the event as an open-market sale of common stock at $5.84 per share. However, a key footnote clarifies the sale’s purpose was to cover tax withholding on vested RSUs, framing it as a compensation-driven transaction rather than a standard discretionary sale.

Does the Grocery Outlet CEO’s tax-related share sale signal a change in confidence?

The filing links the sale to tax withholding on vested RSUs, which is typically administrative. Because the purpose is to cover taxes on compensation, not shift investment exposure, it is generally interpreted as neutral information about management’s view of Grocery Outlet’s prospects.