Luke D. Thompson - 28 Feb 2025 Form 4 Insider Report for Grocery Outlet Holding Corp. (GO)

Role: EVP, GC and Secretary
Signature: /s/ Lauri Fischer, Lauri Fischer, attorney-in-fact
Issuer symbol: GO
Transactions as of: 28 Feb 2025
Net transactions value: $0
Form type: 4
Filing time: 04 Mar 2025, 19:15:50 UTC
Previous filing: 22 May 2024
Next filing: 06 Mar 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GO	Common Stock	Award	$0	+3,608	+11%	$0.000000	35,914	28 Feb 2025	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GO	Stock Options (Right to Buy)	Award	$0	+76,410		$0.000000	76,410	28 Feb 2025	Common Stock	76,410	$11.87	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents fully vested shares of the Issuer's Common Stock acquired by the reporting person upon certification by the Issuer's Compensation Committee that certain performance-based vesting conditions had been satisfied with respect to performance stock units ("PSUs") granted to the reporting person on July 26, 2022.
F2	Represents 76,410 stock options granted on February 28, 2025, which vest in three equal installments on March 1 of each of 2026, 2027 and 2028, subject to the reporting person's completion of each 12 month period of service through such vesting dates. Does not include up to an additional 36,435 unvested PSUs at target achievement (or up to an additional 72,870 unvested PSUs at maximum achievement) which are eligible to vest upon the achievement of certain performance-based vesting conditions.

Content

Represents fully vested shares of the Issuer's Common Stock acquired by the reporting person upon certification by the Issuer's Compensation Committee that certain performance-based vesting conditions had been satisfied with respect to performance stock units ("PSUs") granted to the reporting person on July 26, 2022.

Represents 76,410 stock options granted on February 28, 2025, which vest in three equal installments on March 1 of each of 2026, 2027 and 2028, subject to the reporting person's completion of each 12 month period of service through such vesting dates. Does not include up to an additional 36,435 unvested PSUs at target achievement (or up to an additional 72,870 unvested PSUs at maximum achievement) which are eligible to vest upon the achievement of certain performance-based vesting conditions.