Grocery Outlet (NASDAQ: GO) EVP sells shares to cover tax on stock awards

Rhea-AI Filing Summary

Grocery Outlet Holding Corp. reported that EVP and Chief Purchasing Officer Steven K. Wilson sold 4,721 shares of common stock on March 16, 2026 at $6.06 per share. According to the disclosure, the sale was made to satisfy tax withholding obligations upon vesting of previously granted performance stock units.

After this transaction, Wilson directly holds 120,171 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

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^*

Wilson Steven K.

(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 Purchasing Officer

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)		4,721	D	$6.06	120,171	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

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 Steven K. Wilson?

Grocery Outlet reported that EVP and Chief Purchasing Officer Steven K. Wilson sold 4,721 shares of common stock. The sale occurred on March 16, 2026, and was tied to tax obligations arising from the vesting of previously granted performance stock units.

How many Grocery Outlet (GO) shares did Steven K. Wilson sell and at what price?

Steven K. Wilson sold 4,721 shares of Grocery Outlet common stock at $6.06 per share. This open-market sale was disclosed as related to tax withholding obligations connected to the vesting of performance stock units granted as part of his compensation.

Why were Steven K. Wilson’s Grocery Outlet (GO) shares sold?

The shares were sold to satisfy Steven K. Wilson’s tax withholding obligation upon the vesting of performance stock units. This means the transaction was linked to equity compensation vesting rather than a discretionary portfolio change, as explicitly stated in the filing’s footnote.

How many Grocery Outlet (GO) shares does Steven K. Wilson own after this transaction?

Following the sale, Steven K. Wilson directly owns 120,171 shares of Grocery Outlet common stock. This post-transaction holding reflects his remaining equity stake disclosed in the Form 4 after 4,721 shares were sold for tax withholding obligations on March 16, 2026.

Was the Grocery Outlet (GO) insider transaction related to performance stock units?

Yes. The filing specifies that the shares were sold to cover tax withholding from the vesting of performance stock units previously granted to Steven K. Wilson. This links the transaction directly to equity-based compensation rather than a standalone investment decision.