FMR LLC amended its Schedule 13G/A to report beneficial ownership of 5,004,793.93 shares of Grocery Outlet Holding Corp common stock, representing 5.1% as of 03/31/2026. The filing lists 4,986,847 shares with sole voting power and 5,004,793.93 shares with sole dispositive power held by FMR LLC.
The filing also attributes dispositive power to Abigail P. Johnson and notes that other persons may have rights to dividends or sale proceeds, but no other person holds more than 5%. Signatures reference powers of attorney and an attached Exhibit 99.
Positive
None.
Negative
None.
Insights
Large institutional position reported: 5.0M shares (5.1%).
FMR LLC reports beneficial ownership of 5,004,793.93 shares of Grocery Outlet Holding Corp, equal to 5.1% as of 03/31/2026. The filing shows sole voting power of 4,986,847 and sole dispositive power of 5,004,793.93, indicating active control over voting and disposition.
Ownership is disclosed under a Schedule 13G/A amendment with signatures referencing powers of attorney and an Exhibit 99. The ultimate economic beneficiaries or other parties with dividend rights are noted but none exceed 5.0% individually; subsequent filings may provide additional allocation detail.
Key Figures
Beneficial ownership:5,004,793.93 sharesPercent of class:5.1%Sole voting power:4,986,847 shares+3 more
6 metrics
Beneficial ownership5,004,793.93 sharesBeneficially owned as reported on Schedule 13G/A
Percent of class5.1%Percent of Grocery Outlet common stock
Sole voting power4,986,847 sharesSole power to vote as reported on the cover page
Sole dispositive power5,004,793.93 sharesSole power to dispose of shares
CUSIP39874R101Identifier for Grocery Outlet common stock
Reference date03/31/2026Date shown on cover/header of the filing
Key Terms
Schedule 13G/A, beneficially owned, sole dispositive power, Exhibit 99
4 terms
Schedule 13G/Aregulatory
"FMR LLC amended its Schedule 13G/A to report beneficial ownership"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficially ownedfinancial
"Amount beneficially owned: 5004793.93"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole dispositive powerregulatory
"Sole power to dispose or to direct the disposition of: 5004793.93"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Exhibit 99regulatory
"Please see Exhibit 99 for 13d-1(k)(1) agreement"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
GROCERY OUTLET HOLDING CORP
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
39874R101
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
39874R101
1
Names of Reporting Persons
FMR LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,986,847.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
5,004,793.93
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,004,793.93
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
39874R101
1
Names of Reporting Persons
Abigail P. Johnson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
5,004,793.93
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,004,793.93
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
GROCERY OUTLET HOLDING CORP
(b)
Address of issuer's principal executive offices:
5650 HOLLIS STREET,EMERYVILLE,CA,US,94608
Item 2.
(a)
Name of person filing:
FMR LLC
(b)
Address or principal business office or, if none, residence:
245 Summer Street, Boston, Massachusetts 02210
(c)
Citizenship:
Not applicable
(d)
Title of class of securities:
COMMON STOCK
(e)
CUSIP No.:
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
5004793.93
(b)
Percent of class:
5.1 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Please see the responses to Items 5 and 6 on the cover page.
(ii) Shared power to vote or to direct the vote:
0.00
(iii) Sole power to dispose or to direct the disposition of:
5004793.93
(iv) Shared power to dispose or to direct the disposition of:
0.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the COMMON STOCK of GROCERY OUTLET HOLDING CORP. No one other person's interest in the COMMON STOCK of GROCERY OUTLET HOLDING CORP is more than five percent of the total outstanding COMMON STOCK.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See attached Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
FMR LLC
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Date:
04/06/2026
Abigail P. Johnson
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of January 26, 2023, by and on behalf of Abigail P. Johnson**
Date:
04/06/2026
Comments accompanying signature: * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003. ** This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31, 2023, accession number: 0000315066-23-000038.
What stake does FMR LLC report in Grocery Outlet (GO)?
FMR LLC reports beneficial ownership of 5,004,793.93 shares, representing 5.1% of Grocery Outlet common stock as of 03/31/2026. The filing shows sole voting power of 4,986,847 shares and sole dispositive power over the same 5.0M share figure.
Does Abigail P. Johnson have control over GO shares in this filing?
The filing lists Abigail P. Johnson with sole dispositive power of 5,004,793.93 shares. Signatures reference powers of attorney indicating authority to file on behalf of FMR LLC and Abigail P. Johnson dated in 2023.
Is anyone else reported as owning more than 5% of GO?
The amendment states one or more other persons may have rights to dividends or proceeds, but explicitly that no other person’s interest exceeds 5% of the outstanding common stock, per the filer’s disclosure.
What document accompanies this Schedule 13G/A amendment?
The filing references an attached Exhibit 99 for a 13d-1(k)(1) agreement and cites powers of attorney incorporated by reference to earlier exhibits filed in 2023 for signature authority.
