Grocery Outlet director granted 18,868 stock units

HABEN MARY KAY reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 06/02/2026 - 08:15 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

HABEN MARY KAY reported acquisition or exercise transactions in this Form 4 filing.

Grocery Outlet Holding Corp. director receives equity award. Director Mary Kay Haben was granted 18,868 deferred stock units (DSUs) on Common Stock as a non-cash equity retainer. These DSUs are scheduled to vest on the earlier of the next annual stockholder meeting or June 1, 2027, subject to continued board service. Following this grant, she holds 52,235 shares directly.

Insider Trade Summary

Grant/Award: 18,868 shares

Grant/Award 1 txn

Insider HABEN MARY KAY

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	18,868	$0.00	$0.00

Holdings After Transaction: Common Stock — 52,235 shares (Direct)

Footnotes (1)

1. F1. Represents 18,868 deferred stock units ("DSUs") 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 1, 2027, subject to the continued service of the reporting person through such vesting date, and, if vested, will be settled in shares of Common Stock upon the reporting person's termination of service from the board of directors.. The DSUs represent the annual equity retainer under the Issuer's non-employee director compensation policy.

Key Figures

DSU grant size: 18,868 DSUs Post-transaction holdings: 52,235 shares Grant price per share: $0.0000 per share +1 more

4 metrics

DSU grant size 18,868 DSUs Annual equity retainer for non-employee director

Post-transaction holdings 52,235 shares Common Stock held directly after grant

Grant price per share $0.0000 per share Non-cash director equity award

Scheduled latest vesting date June 1, 2027 DSUs vest by this date or earlier annual meeting

Key Terms

deferred stock units ("DSUs"), annual equity retainer, non-employee director compensation policy, vest

4 terms

deferred stock units ("DSUs") financial

"Represents 18,868 deferred stock units ("DSUs") granted to the reporting person"

annual equity retainer financial

"The DSUs represent the annual equity retainer under the Issuer's non-employee director compensation policy"

non-employee director compensation policy financial

"The DSUs represent the annual equity retainer under the Issuer's non-employee director compensation policy"

vest financial

"which are scheduled to vest on the earlier of (i) the date of the next annual meeting"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Grocery Outlet (GO) director Mary Kay Haben report on this Form 4?

Director Mary Kay Haben reported receiving 18,868 deferred stock units (DSUs) tied to Common Stock as an equity grant. The award was made at no cash cost and reflects her annual non-employee director compensation in stock-based form.

How many Grocery Outlet (GO) shares does Mary Kay Haben hold after this grant?

After the reported grant, Mary Kay Haben holds 52,235 shares of Grocery Outlet Common Stock directly. This figure comes from the Form 4’s post-transaction ownership line and reflects her updated direct equity position as a director.

When do Mary Kay Haben’s 18,868 DSUs for Grocery Outlet (GO) vest?

The 18,868 deferred stock units are scheduled to vest on the earlier of the next annual stockholders’ meeting or June 1, 2027. Vesting is conditioned on her continued service on Grocery Outlet’s board through that vesting date.

How will Mary Kay Haben’s Grocery Outlet (GO) DSUs be settled?

If the deferred stock units vest, they will be settled in shares of Grocery Outlet Common Stock. Settlement is scheduled to occur upon Mary Kay Haben’s termination of service from the board of directors, according to the Form 4 footnote.

What is the purpose of the DSU grant reported by Grocery Outlet (GO)?

The 18,868 DSUs represent the annual equity retainer under Grocery Outlet’s non-employee director compensation policy. Instead of cash, directors receive stock-based compensation to align their interests with stockholders over time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

HABEN MARY KAY

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/01/2026		A		18,868(1)	A	$0	52,235	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 18,868 deferred stock units ("DSUs") 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 1, 2027, subject to the continued service of the reporting person through such vesting date, and, if vested, will be settled in shares of Common Stock upon the reporting person's termination of service from the board of directors.. The DSUs represent the annual equity retainer under the Issuer's non-employee director compensation policy.

Remarks:

	/s/ Luke D. Thompson, Luke D. Thompson, Attorney-in-Fact	06/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)