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

Grocery Outlet director buys 15K shares at $11.70

Filing Impact
(Moderate)
Filing Sentiment
(Positive)
Form Type
4

Rhea-AI Filing Summary

Grocery Outlet Holding Corp. (GO) director Carey F. Jaros reported several common stock transactions. On July 30, 2026, 45,000 shares were reclassified from direct ownership into a tenancy in common held by two revocable family trusts, leaving 49,934 shares held directly; this change was exempt as a form-of-ownership transfer under Rule 16a-13, with Jaros retaining a pecuniary interest. On August 27, 2026, an additional 15,000 shares were purchased indirectly at $11.70 per share through the tenancy in common structure, where Jaros serves as trustee of one trust and is a beneficiary of the other and disclaims beneficial ownership of trustee-held shares except for her pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Jaros Carey F.
Role Director
Bought 15,000 shs ($176K)
Type Security Shares Price Value
Purchase Common Stock F2 15,000 $11.70 $176K
Other Common Stock F1 45,000 $0.00 $0.00
Other Common Stock F1, F2 45,000 $0.00 $0.00
Holdings After Transaction: Common Stock — 49,934 shares (Direct); Common Stock — 60,000 shares (Indirect, By TIC)
Footnotes (2)
  1. F1. Reflects the transfer of shares previously held directly by the Reporting Person to a tenancy in common held by two revocable family trust accounts. The transfer constituted only a change in form of beneficial ownership exempt under Rule 16a-13 of the Securities Exchange Act of 1934, as amended, as the Reporting Person retains a pecuniary interest in all transferred shares.
  2. F2. Reflects shares of common stock held as tenancy in common by two revocable family trust accounts. The Reporting Person serves as a trustee of one trust and is a beneficiary of the other trust. The Reporting Person disclaims beneficial ownership of the shares held by the trust for which she is a trustee, except to the extent of her pecuniary interest therein.
Open-market purchase shares 15,000 shares of Common Stock Purchased on August 27, 2026, held indirectly by tenancy in common
Purchase price $11.70 per share Price for 15,000-share indirect purchase on August 27, 2026
Restructured shares 45,000 shares of Common Stock Transferred July 30, 2026 from direct ownership to tenancy in common between two revocable family trusts
Direct holdings after transfer 49,934 shares of Common Stock Directly owned by Carey F. Jaros following July 30, 2026 restructuring
tenancy in common financial
"Reflects shares of common stock held as tenancy in common by two revocable"
revocable family trust financial
"tenancy in common held by two revocable family trust accounts."
Rule 16a-13 regulatory
"change in form of beneficial ownership exempt under Rule 16a-13 of"
pecuniary interest financial
"the Reporting Person retains a pecuniary interest in all transferred shares."
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of the shares held by"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

What insider transactions did GO director Carey F. Jaros report on this Form 4?
Carey F. Jaros reported a 45,000-share reclassification on July 30, 2026 from direct ownership to a tenancy in common between two revocable family trusts, and an open-market-style purchase of 15,000 GO common shares on August 27, 2026 at $11.70 per share, held indirectly.

How many Grocery Outlet (GO) shares does Carey F. Jaros hold directly after the restructuring?
After the July 30, 2026 restructuring, Carey F. Jaros directly holds 49,934 shares of GO common stock. The 45,000 transferred shares are now held indirectly in a tenancy in common by two revocable family trusts in which she retains a pecuniary interest.

Was the 45,000-share transfer by GO director Carey F. Jaros a sale?
No. The 45,000-share July 30, 2026 transfer is described as a change in the form of beneficial ownership to a tenancy in common between two revocable family trusts, exempt under Rule 16a-13, with Carey F. Jaros retaining a pecuniary interest in all transferred shares.

At what price did Carey F. Jaros buy additional GO shares?
On August 27, 2026, Carey F. Jaros purchased 15,000 shares of Grocery Outlet common stock at $11.70 per share. These shares are held indirectly through a tenancy in common structure involving two revocable family trusts.

How are the indirectly held GO shares of Carey F. Jaros structured?
The indirectly held GO shares are owned as a tenancy in common by two revocable family trust accounts. Carey F. Jaros is a trustee of one trust and a beneficiary of the other, and she disclaims beneficial ownership of trustee-held shares except to the extent of her pecuniary interest.

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SEC Form 4
FORM 4UNITED 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*
Jaros Carey F.
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/30/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/30/2026J45,000(1)D$049,934D
Common Stock07/30/2026J45,000(1)A$045,000IBy TIC(2)
Common Stock08/27/2026P15,000A$11.760,000IBy TIC(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Reflects the transfer of shares previously held directly by the Reporting Person to a tenancy in common held by two revocable family trust accounts. The transfer constituted only a change in form of beneficial ownership exempt under Rule 16a-13 of the Securities Exchange Act of 1934, as amended, as the Reporting Person retains a pecuniary interest in all transferred shares.
2. Reflects shares of common stock held as tenancy in common by two revocable family trust accounts. The Reporting Person serves as a trustee of one trust and is a beneficiary of the other trust. The Reporting Person disclaims beneficial ownership of the shares held by the trust for which she is a trustee, except to the extent of her pecuniary interest therein.
Remarks:
/s/ Luke D. Thompson, Luke D. Thompson, Attorney-in-Fact08/31/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR