Jason J. N. Potter - 12 Mar 2026 Form 4 Insider Report for Grocery Outlet Holding Corp. (GO)

Role: President and CEO, Director
Signature: /s/ Luke D. Thompson, Luke D. Thompson, Attorney-in-Fact
Issuer symbol: GO
Transactions as of: 12 Mar 2026
Net transactions value: $0
Form type: 4
Filing time: 16 Mar 2026, 16:24:30 UTC
Previous filing: 10 Mar 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Potter Jason J. N.	President and CEO, Director	C/O GROCERY OUTLET HOLDING CORP., 5650 HOLLIS STREET, EMERYVILLE	/s/ Luke D. Thompson, Luke D. Thompson, Attorney-in-Fact	13 Mar 2026	0002055884

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GO	Common Stock	Award		+187,174	+185%	$0.000000^*	288,269	12 Mar 2026	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	Performance Stock Unit	Award		+280,761			280,761	12 Mar 2026	Common Stock	280,761		Direct	F2

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

Explanation of Responses:

Id	Content
F1	Represents 187,174 restricted stock units ("RSUs") granted on March 12, 2026 to the reporting person that will entitle the reporting person to receive one share of the Issuer's Common Stock per RSU. The RSUs will vest in three equal installments on March 1 of each of 2027, 2028 and 2029, subject to the reporting person's completion of each 12 month period of service through such vesting dates.
F2	Represents a grant of performance-based RSUs ("PSUs"). Each PSU represents a right to receive one share of the Issuer's common stock upon vesting. The PSUs are earned based on the achievement of specified share price goals for specified time periods during a three-year performance period ending on the last day of the Issuer's fiscal year 2028. The Reporting Person could earn 0-200% of the amount reported depending on the level of performance achieved. The PSUs will vest upon the certification of achievement by the Compensation Committee of the Board of Directors of the Issuer following the end of the performance period, subject to the Reporting Person's continued employment or service with the Issuer as contemplated in the PSU Award Agreement.

Content

Represents 187,174 restricted stock units ("RSUs") granted on March 12, 2026 to the reporting person that will entitle the reporting person to receive one share of the Issuer's Common Stock per RSU. The RSUs will vest in three equal installments on March 1 of each of 2027, 2028 and 2029, subject to the reporting person's completion of each 12 month period of service through such vesting dates.

Represents a grant of performance-based RSUs ("PSUs"). Each PSU represents a right to receive one share of the Issuer's common stock upon vesting. The PSUs are earned based on the achievement of specified share price goals for specified time periods during a three-year performance period ending on the last day of the Issuer's fiscal year 2028. The Reporting Person could earn 0-200% of the amount reported depending on the level of performance achieved. The PSUs will vest upon the certification of achievement by the Compensation Committee of the Board of Directors of the Issuer following the end of the performance period, subject to the Reporting Person's continued employment or service with the Issuer as contemplated in the PSU Award Agreement.