FMR reports 15% stake in Grocery Outlet

Rhea-AI Filing Summary

FMR LLC filed Amendment No. 3 to a Schedule 13G/A reporting a significant passive stake in Grocery Outlet Holding Corp. FMR and Abigail P. Johnson beneficially own 14,719,399 shares of Grocery Outlet common stock, representing 15.0% of the class as of the event date.

FMR reports sole voting power over 14,719,197 shares and sole dispositive power over 14,719,399 shares, with no shared voting or dispositive power. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Grocery Outlet. One or more other persons may receive dividends or sale proceeds, but no such person holds more than five percent of the outstanding common stock.

Insights

Equity Ownership Analyst

FMR discloses a 15% passive stake in Grocery Outlet.

FMR LLC and Abigail P. Johnson report beneficial ownership of 14,719,399 Grocery Outlet common shares, or 15.0% of the class. FMR has sole voting and dispositive power over essentially all of these shares, indicating centralized decision-making within the firm.

The certification states the position is held in the ordinary course of business and not to change or influence control. That language is consistent with a passive institutional holding under Schedule 13G rather than an activist position, which can reduce expectations of control-related initiatives.

The disclosure also notes that one or more other persons may receive dividends or sale proceeds, but none exceeds five percent of the class. Future ownership updates in filings for periods after 12/31/2025 may show whether this large position increases, decreases, or remains stable.

FAQ

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

How many Grocery Outlet (GO) shares does FMR LLC beneficially own?

FMR LLC reports beneficial ownership of 14,719,399 shares of Grocery Outlet common stock. This holding represents 15.0% of the outstanding class as of the reported event date, making FMR a significant institutional shareholder in the company.

What percentage of Grocery Outlet’s common stock is owned by FMR LLC and Abigail P. Johnson?

FMR LLC and Abigail P. Johnson together beneficially own 15.0% of Grocery Outlet’s common stock. They report 14,719,399 shares, with FMR having sole voting and dispositive power over essentially all of these shares according to the Schedule 13G/A filing.

Is FMR’s stake in Grocery Outlet (GO) reported as passive or for control purposes?

The filing certifies that the Grocery Outlet securities were acquired and are held in the ordinary course of business and not for changing or influencing control. This language is typical of a passive institutional investment under a Schedule 13G filing framework.

Who signed the Schedule 13G/A for FMR LLC and Abigail P. Johnson regarding Grocery Outlet?

The Schedule 13G/A was signed by Stephanie J. Brown, acting under powers of attorney for both FMR LLC and Abigail P. Johnson. The powers of attorney are referenced as previously filed exhibits incorporated by reference in this ownership report.

Do other investors share in dividends or sale proceeds from FMR’s Grocery Outlet stake?

The filing states that one or more other persons may receive dividends or sale proceeds from the Grocery Outlet shares. However, it clarifies that no such person’s interest exceeds five percent of the total outstanding common stock of Grocery Outlet.

What voting and dispositive powers does FMR LLC report over Grocery Outlet shares?

FMR LLC reports sole voting power over 14,719,197 Grocery Outlet shares and sole dispositive power over 14,719,399 shares. It reports no shared voting or dispositive power, indicating centralized control of voting and disposition decisions within FMR.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 02/05/2026 - 01:28 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

GROCERY OUTLET HOLDING CORP

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

39874R101

(CUSIP Number)

12/31/2025

(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)

SCHEDULE 13G

CUSIP No. 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 14,719,197.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 14,719,399.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,719,399.00

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)

15.0 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. 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 14,719,399.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,719,399.00

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)

15.0 %

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.: 39874R101
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: 14719399.00
(b)	Percent of class: 15.0 %
(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: 14719399.00
	(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:	02/04/2026

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:	02/04/2026

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.

Exhibit Information

Please see Exhibit 99 for 13d-1(k) (1) agreement.