Grocery Outlet (GO) 16.1% stake filed by T. Rowe Price IM Inc

Rhea-AI Filing Summary

T. Rowe Price Investment Management, Inc. filed an amended beneficial ownership report showing it holds 15,763,945 shares of Grocery Outlet Holding Corp common stock, representing 16.1% of the class as of 12/31/2025. The firm reports sole power to vote 15,736,606 shares and sole power to dispose of 15,763,945 shares, with no shared voting or dispositive power. It certifies that 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. The filer also states that this filing should not be construed as an admission that it is the beneficial owner of these securities.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

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

T. Rowe Price Investment Management, Inc.

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

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 15,736,606.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 15,763,945.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

15,763,945.00

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)

16.1 %

12

Type of Reporting Person (See Instructions)

IA

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, 94608
Item 2.
(a)	Name of person filing: T. Rowe Price Investment Management, Inc.
(b)	Address or principal business office or, if none, residence: 1307 Point Street, Baltimore, MD 21231
(c)	Citizenship: Maryland
(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: 15763945
(b)	Percent of class: 16.1 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 15736606
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 15763945
	(iv) Shared power to dispose or to direct the disposition of: 0
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.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
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. T. Rowe Price Investment Management, Inc. hereby declares and affirms that the filing of Schedule 13G shall not be construed as an admission that Price Investment Management is the beneficial owner of the securities referred to, which beneficial ownership is expressly denied.

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.

T. Rowe Price Investment Management, Inc.

Signature:	Ellen York
Name/Title:	Vice President
Date:	01/08/2026

FAQ

How many Grocery Outlet (GO) shares does T. Rowe Price Investment Management report owning?

T. Rowe Price Investment Management, Inc. reports beneficial ownership of 15,763,945 shares of Grocery Outlet Holding Corp common stock.

What percentage of Grocery Outlet’s common stock does T. Rowe Price Investment Management hold?

The filing states that T. Rowe Price Investment Management, Inc. holds 16.1% of Grocery Outlet Holding Corp’s outstanding common stock.

What voting power does T. Rowe Price Investment Management have over Grocery Outlet (GO) shares?

The firm reports sole voting power over 15,736,606 shares and no shared voting power in Grocery Outlet Holding Corp.

Does T. Rowe Price Investment Management share dispositive power over Grocery Outlet shares?

No. The filing shows sole dispositive power over 15,763,945 shares and zero shared dispositive power for Grocery Outlet Holding Corp stock.

Is T. Rowe Price Investment Management seeking to influence control of Grocery Outlet Holding Corp?

No. The filer certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

What type of entity is T. Rowe Price Investment Management in this Schedule 13G/A?

The filing classifies T. Rowe Price Investment Management, Inc. as an investment adviser (IA) under the relevant SEC rules.

As of what date is T. Rowe Price Investment Management’s Grocery Outlet ownership reported?

The ownership information is reported as of the 12/31/2025 event date stated in the Schedule 13G/A.