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

Rhea-AI Filing Summary

Steven K. Wilson, EVP and Chief Purchasing Officer of Grocery Outlet Holding Corp. (GO), reported a sale of 20,000 shares of the issuer's common stock on 08/08/2025. The filing shows the shares were sold at a weighted average price of $19.20, with the footnote stating the sale occurred in multiple transactions at prices ranging from $19.19 to $19.24.

Following the reported transactions, Mr. Wilson is shown as directly beneficially owning 146,923 shares. The footnote further states the reporting person will provide, upon request, details about the number of shares sold at each price within the stated range.

Positive

• Transparent disclosure of the sale with a footnote offering to provide transaction-level detail on request
• Continued significant ownership: reporting person still directly owns 146,923 shares after the sale

Negative

• Insider sale of 20,000 shares, which could be viewed unfavorably by some investors
• No context in the filing about the proportion of total outstanding shares or rationale for the sale

Insights

Financial Analyst

TL;DR Officer sold 20,000 GO shares at a weighted average of $19.20, leaving 146,923 shares beneficially owned; disclosure is routine.

The filing reports a direct disposition of 20,000 common shares by Steven K. Wilson executed on 08/08/2025 at a weighted average price of $19.20. The footnote clarifies the sale occurred in multiple transactions at prices between $19.19 and $19.24. After the sale Mr. Wilson retains 146,923 directly owned shares. The disclosure is specific about quantities and price ranges but does not include broader context such as percentage ownership of outstanding stock or rationale for the sale.

Corporate Governance Expert

TL;DR Insider sale properly reported under Section 16; continued direct ownership remains meaningful at 146,923 shares.

The Form 4 documents an insider sale by an executive officer, with a clear footnote offering additional transaction-level detail upon request. The filing shows compliance with reporting requirements and transparency about the weighted average price and price range. The report does not provide information about any trading plan or the percentage of total company equity represented by the holdings, so materiality relative to total shares outstanding cannot be assessed from this filing alone.

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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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)
08/08/2025

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	08/08/2025		S		20,000	D	$19.2(1)	146,923	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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.19 to $19.24, inclusive. The reporting person undertakes to provide to Grocery Outlet Holding Corp. (the "Issuer"), any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Remarks:

	/s/ Lauri Fischer, Lauri Fischer, attorney-in-fact	08/11/2025
	** 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

What transaction did Grocery Outlet (GO) insider Steven K. Wilson report?

The Form 4 reports a sale of 20,000 common shares executed on 08/08/2025.

At what price were the shares sold in the GO Form 4?

The weighted average sale price was reported as $19.20; the footnote states individual transactions ranged from $19.19 to $19.24.

How many GO shares does Steven K. Wilson beneficially own after the reported sale?

After the reported transactions, he is shown as directly beneficially owning 146,923 shares.

Does the filing indicate the sale was made under a 10b5-1 trading plan?

The Form includes the checkbox language related to 10b5-1 plans, but the filing does not indicate that the transaction was made pursuant to such a plan.

Is there more detail available about the individual transactions and prices?

Yes. The footnote states the shares were sold in multiple transactions and the reporting person will provide, upon request, full information regarding the number of shares sold at each separate price within the stated range.

Who filed or signed the Form 4 on behalf of the reporting person?

The form bears the signature of Lauri Fischer as attorney-in-fact for the reporting person.