Grocery Outlet: Vanguard reports 6.18% stake

Grocery Outlet Holding Corp Schedule 13G shows Vanguard Portfolio Management beneficially owned 6,071,312 shares of common stock, equal to 6.18% of the class as of 03/31/2026.

Accepted by SEC EDGAR 04/29/2026 - 01:49 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Grocery Outlet Holding Corp Schedule 13G shows Vanguard Portfolio Management beneficially owned 6,071,312 shares of common stock, equal to 6.18% of the class as of 03/31/2026. The filing states Vanguard exercises sole dispositive power over these shares and discloses voting and management affiliates that hold securities on clients' behalf.

The filing notes 36,400 shares of sole voting power and clarifies holdings include Vanguard funds and managed accounts; no single outside person is reported with >5% interest. The form is signed 04/29/2026.

Key Figures

Beneficial ownership: 6,071,312 shares Percent of class: 6.18% Sole voting power: 36,400 shares +2 more

5 metrics

Beneficial ownership 6,071,312 shares reported as of 03/31/2026

Percent of class 6.18% percent of common stock reported

Sole voting power 36,400 shares shares with sole power to vote

Filing type Schedule 13G passive ownership disclosure

Filing signature date 04/29/2026 signature certifying the Schedule 13G

Key Terms

Schedule 13G, Beneficially owned, Sole dispositive power, Dispositive power

4 terms

Schedule 13G regulatory

"Schedule 13G shows Vanguard beneficially owned 6,071,312 shares"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

Beneficially owned financial

"Amount beneficially owned: 6071312"

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 power regulatory

"Sole power to dispose or to direct the disposition of: 6071312"

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.

Dispositive power financial

"exercises dispositive power over these shares held by Vanguard funds"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

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

What stake does Vanguard report in Grocery Outlet (GO)?

Vanguard reports beneficial ownership of 6,071,312 shares, representing 6.18% of Grocery Outlet's common stock as of 03/31/2026. The Schedule 13G indicates dispositive power resides with Vanguard Portfolio Management and includes securities held for Vanguard funds and managed accounts.

Does Vanguard have voting control over the shares in GO?

Vanguard reports 36,400 shares of sole voting power and 0 shared voting power. The filing separates voting power from dispositive power, which is reported as 6,071,312 shares held with sole dispositive authority.

Are Vanguard's GO holdings on behalf of other clients?

Yes. The filing states holdings include securities held by Vanguard funds and managed accounts for which Vanguard Portfolio Management or affiliates exercise dispositive authority. It also notes no other single person holds over 5% of the class in this filing.

What date does the Schedule 13G use for the ownership figure?

The ownership amount is reported as of 03/31/2026. The Schedule 13G was signed and submitted on 04/29/2026, reflecting the snapshot date specified in the filing.

Who signed the Schedule 13G for Vanguard for GO?

The filing is signed by Ashley Grim, titled Head of Global Fund Administration, with the signature date of 04/29/2026, certifying the reported ownership and disclosures.

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

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

Vanguard Portfolio Management

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

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 36,400.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 6,071,312.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,071,312.00

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)

6.18 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by Vanguard Portfolio Management LLC and the following affiliates of Vanguard Portfolio Management LLC or business divisions of such affiliates: Vanguard Fiduciary Trust Company and Vanguard Global Advisers, LLC. This Schedule 13G includes securities held by Vanguard funds, or sleeves thereof, over which Vanguard Portfolio Management LLC exercises dispositive power, in addition to securities held by clients over which the affiliates or business divisions of such affiliates indicated above exercise dispositive and/or voting power. This Schedule 13G does not include securities, if any, beneficially owned by other subsidiaries or affiliates of Vanguard Portfolio Management LLC, or business divisions of such subsidiaries whose ownership of securities is disaggregated from that of the reporting business unit in accordance with such release.

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: Vanguard Portfolio Management
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd,, Malvern, PA, 19355
(c)	Citizenship: PA
(d)	Title of class of securities: Common Stock
(e)	CUSIP Number(s): 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: 6071312
(b)	Percent of class: 6.18 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 36400
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 6071312
	(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.
	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. Vanguard Portfolio Management, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.No one other person's interest in the securities reported herein is more than 5%.
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.

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.

Vanguard Portfolio Management

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	04/29/2026