[SCHEDULE 13G/A] Grocery Outlet Holding Corp. SEC Filing

Rhea-AI Filing Summary

T. Rowe Price Investment Management, Inc. reports ownership of 10,256,511 shares of Grocery Outlet Holding Corp common stock, representing 10.5% of the outstanding class. The filing states sole voting power over 10,231,229 shares and sole dispositive power over 10,256,511 shares. The Schedule 13G/A was signed on 10/07/2025 and discloses the position required by an event dated 09/30/2025. The filer classifies itself as an investment adviser and affirms the shares are held in the ordinary course of business while also including a statement that it does not admit to beneficial ownership.

Positive

• Significant institutional stake: 10,256,511 shares ( 10.5% ) signals strong institutional interest
• Clear voting/dispositive powers disclosed: 10,231,229 sole voting and 10,256,511 sole dispositive power

Negative

• Ambiguous beneficial claim: the filer explicitly denies beneficial ownership, creating uncertainty about economic control
• Concentration risk: one holder controls over 10% of the class, which can amplify share-price sensitivity to that holder's trading

Insights

Institutional Ownership Analyst

Large passive stake disclosed; governance signal needs context.

The filing shows T. Rowe Price holds 10,256,511 shares, equal to 10.5% of the class, with near-complete sole voting and dispositive authority. That level crosses typical 5% reporting thresholds and can affect market perception of shareholder concentration.

Dependence on this holding is tied to whether the position is passive or intended to influence corporate actions; the statement asserts holdings are in the ordinary course of business and denies beneficial ownership. Monitor subsequent filings for any change in quarterly position or an amendment that removes the non‑beneficial-ownership language within the next reporting cycle.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

GROCERY OUTLET HOLDING CORP

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

39874R101

(CUSIP Number)

09/30/2025

(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 10,231,229.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 10,256,511.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,256,511.00

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)

10.5 %

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: 10256511
(b)	Percent of class: 10.5 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 10231229
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 10256511
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
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:	10/07/2025

FAQ

What stake does T. Rowe Price report in Grocery Outlet (GO)?

T. Rowe Price reports beneficial ownership of 10,256,511 shares, representing 10.5% of Grocery Outlet common stock.

How many votes does T. Rowe Price control in GO?

The filing reports sole voting power over 10,231,229 shares and shared voting power of 0 shares.

When was the Schedule 13G/A signed and what event date does it cover?

The Schedule 13G/A was signed on 10/07/2025 and reports the position required by the event date 09/30/2025.

Does T. Rowe Price claim to be the beneficial owner of the shares?

The filing includes a certification stating the shares are held in the ordinary course of business, and it also contains language expressly denying beneficial ownership.

What type of filer is T. Rowe Price listed as?

The filer is classified as an investment adviser (IA) organized in Maryland.