Grocery Outlet (GO) officer award and tax-related share sale

Rhea-AI Filing Summary

Grocery Outlet Holding Corp. officer Andrea Renee Bortner reported equity compensation and a related share sale. On March 6, 2026, she acquired 10,286 shares of Common Stock at $0.00 per share as fully vested shares delivered after performance stock units granted on March 2, 2023 met their performance conditions. On March 9, 2026, she executed an open-market sale of 4,053 shares of Common Stock at $5.84 per share to satisfy tax withholding obligations upon vesting of previously granted RSUs, according to the footnotes. Following these transactions, she holds 20,038 shares directly and 44,468 shares indirectly through the Bortner Family Trust, of which she is a trustee.

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^*

Bortner Andrea Renee

(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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		A		10,286(1)	A	$0	24,091	D
Common Stock	03/09/2026		S		4,053(2)	D	$5.84	20,038	D
Common Stock								44,468	I	By Trust(3)

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. Represents fully vested shares of the Issuer's Common Stock acquired by the reporting person upon certification by the Issuer's Compensation Committee that certain performance-based vesting conditions had been satisfied with respect to performance stock units ("PSUs") granted to the reporting person on March 2, 2023.

2. These shares were sold to satisfy the reporting person's tax withholding obligation upon vesting of RSUs previously granted.

3. Reflects shares directly held by the Bortner Family Trust of which Ms. Bortner is a Trustee.

Remarks:

EVP, Chief Human Resources Officer

	/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).
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FAQ

What insider transactions did Andrea Renee Bortner report at Grocery Outlet (GO)?

Andrea Renee Bortner reported a stock award and a small sale. She received 10,286 fully vested Common Stock shares and sold 4,053 shares in the open market, primarily linked to equity compensation and tax obligations.

How many Grocery Outlet (GO) shares did Bortner sell and at what price?

She sold 4,053 shares of Grocery Outlet Common Stock at $5.84 per share. The filing states these shares were sold to cover tax withholding obligations tied to the vesting of previously granted restricted stock units.

What stock award did Bortner receive from Grocery Outlet (GO)?

She acquired 10,286 fully vested shares of Common Stock at $0.00 per share. These shares were delivered after the compensation committee certified that performance conditions for performance stock units granted on March 2, 2023 had been satisfied.

How many Grocery Outlet (GO) shares does Bortner own after these transactions?

After the reported transactions, she directly owns 20,038 shares of Common Stock. The filing also shows 44,468 shares held indirectly by the Bortner Family Trust, where she serves as a trustee with associated beneficial ownership.

Why were some of Bortner’s Grocery Outlet (GO) shares sold?

The filing explains that the 4,053 shares sold were used to satisfy tax withholding obligations. These obligations arose when previously granted restricted stock units vested, making the sale a tax-related event rather than a purely discretionary stock sale.

How are Bortner’s indirect Grocery Outlet (GO) holdings structured?

Her indirect holdings consist of 44,468 shares held by the Bortner Family Trust. The filing notes that she is a trustee of this trust, which means those shares are attributed to her as indirect beneficial ownership under SEC reporting rules.