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

Rhea-AI Filing Summary

T. Rowe Price Investment Management, Inc. reports beneficial ownership of 6,527,546 shares of Grocery Outlet Holding Corp. common stock, representing 6.7% of the class. The filing shows sole voting power over 6,514,413 shares and sole dispositive power over 6,527,546 shares, indicating the firm controls voting and sale decisions for nearly all shares it reports.

The filing states these securities are held in the ordinary course of business and were not acquired to change or influence control of the issuer. No shared voting or dispositive power is reported and no group affiliations are disclosed.

Positive

• Material institutional stake: 6,527,546 shares representing 6.7% of the class, exceeding the 5% disclosure threshold
• Concentrated authority: sole voting power on 6,514,413 shares and sole dispositive power on 6,527,546 shares
• Passive intent declared: Filing certifies holdings are in the ordinary course of business and not for control purposes

Negative

• None.

Insights

Financial Analyst

TL;DR: T. Rowe Price holds a material passive stake (6.7%) with near-full sole voting and dispositive authority, signaling meaningful exposure but no control intent.

The holding of 6,527,546 shares (6.7% of the class) is above the 5% disclosure threshold and therefore material for market monitoring. The near-equality of sole voting power (6,514,413) and dispositive power (6,527,546) implies centralized decision-making within the reporting entity rather than split custody or co-management. The Item 10 certification that shares are held in the ordinary course and not for control indicates a passive position rather than an activist intent, which typically limits immediate corporate governance implications. For investors, this represents a sizable institutional stake that could affect trading liquidity and be monitored for future Schedule 13D changes.

Corporate Governance Expert

TL;DR: Significant institutional ownership noted, but explicit statement denies any intent to influence control, so governance impact is currently limited.

The filing reports sole voting power on 6,514,413 shares and no shared voting power, so the reporting entity can unilaterally cast votes for the vast majority of its reported position. However, the certification asserts the stake is not held to change or influence issuer control, which means no immediate proxy contests or board pressure are signaled. Absence of group affiliations and lack of shared dispositive authority reduces the likelihood of coordinated governance action based on this filing alone. Continued monitoring is warranted for any future Schedule 13D filings or disclosures indicating a change in intent.

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)

06/30/2025

(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 6,514,413.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 6,527,546.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,527,546.00

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)

6.7 %

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: 6527546
(b)	Percent of class: 6.7 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 6514413
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 6527546
	(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:	08/14/2025

FAQ

How many shares of Grocery Outlet Holding Corp (GO) does T. Rowe Price own?

T. Rowe Price reports beneficial ownership of 6,527,546 shares of Grocery Outlet Holding Corp common stock.

What percentage of GO does T. Rowe Price's stake represent?

The reported position represents 6.7% of the outstanding class of common stock.

Does T. Rowe Price have voting control over its reported GO shares?

Yes. The filing shows sole voting power for 6,514,413 shares and no shared voting power.

Is the stake held to influence control of Grocery Outlet (GO)?

No. The certification states the securities are held in the ordinary course of business and were not acquired to change or influence control of the issuer.

Did T. Rowe Price report any group affiliations or shared dispositive power for its GO holdings?

No. The filing reports no shared voting or dispositive power and indicates no group affiliations.