[Form 4] Grocery Outlet Holding Corp. Insider Trading Activity

Rhea-AI Filing Summary

Director Michael K. Kobayashi of Grocery Outlet Holding acquired 11,839 restricted stock units (RSUs) on June 26, 2025, at a price of $12.67 per unit. This grant represents the annual equity retainer under the company's non-employee director compensation policy.

The RSUs are subject to the following vesting conditions:

• Will vest on the earlier of:
  • The next annual stockholders meeting following the grant date
  • June 2, 2026
• Vesting is contingent on Kobayashi's continued service through the vesting date

The Form 4 filing was submitted by attorney-in-fact Lauri Fischer on June 27, 2025. This transaction represents a standard board compensation arrangement and indicates continued alignment between director and shareholder interests through equity-based compensation.

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
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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^*

KOBAYASHI MICHAEL 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

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	06/26/2025		A		11,839(1)	A	$12.67	11,839	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. Represents 11,839 restricted stock units ("RSUs") granted to the reporting person which are scheduled to vest on the earlier of (i) the date of the next annual meeting of stockholders following the date of grant; or (ii) June 2, 2026, subject to the continued service of the reporting person through such vesting date. The RSUs represent the annual equity retainer under the Issuer's non-employee director compensation policy.

Remarks:

	/s/ Lauri Fischer, Lauri Fischer, attorney-in-fact	06/27/2025
	** 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

How many restricted stock units (RSUs) did GO director Michael Kobayashi receive on June 26, 2025?

Michael Kobayashi received 11,839 restricted stock units (RSUs) on June 26, 2025, as part of Grocery Outlet's non-employee director compensation policy.

What is the vesting schedule for GO director Kobayashi's RSU grant?

The RSUs will vest on the earlier of: (i) the date of the next annual meeting of stockholders following the grant date, or (ii) June 2, 2026, subject to Kobayashi's continued service as a director through the vesting date.

What was the price of GO stock RSUs granted to Director Kobayashi?

The restricted stock units were granted at a price of $12.67 per share according to the Form 4 filing.

What positions does Michael Kobayashi hold at Grocery Outlet (GO)?

According to the Form 4 filing, Michael Kobayashi serves as a Director on Grocery Outlet's board. He is a non-employee director, as indicated by the RSU grant being part of the non-employee director compensation policy.