GO / Grocery Outlet Holding Corp. - SEC-Einreichungen, Jahresbericht, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): June 1, 2026 Grocery Outlet Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): June 1, 2026 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 4, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38950 Grocery Ou

PERFORMANCE STOCK UNIT GRANT NOTICE UNDER THE GROCERY OUTLET HOLDING CORP. 2019 INCENTIVE PLAN

Exhibit 10.1 PERFORMANCE STOCK UNIT GRANT NOTICE UNDER THE GROCERY OUTLET HOLDING CORP. 2019 INCENTIVE PLAN Grocery Outlet Holding Corp. (the “Company”), pursuant to its 2019 Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Performance Stock Units (“Performance Stock Units” or “PSUs”), set forth below.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date earliest event reported): May 13, 2026 Grocery Outlet Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date earliest event reported): May 13, 2026 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commission

Grocery Outlet Holding Corp. Announces First Quarter Fiscal 2026 Financial Results

Exhibit 99.1 Grocery Outlet Holding Corp. Announces First Quarter Fiscal 2026 Financial Results Emeryville, CA – May 13, 2026 – Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet," the "Company," "we" or "our") today announced financial results for the first quarter of fiscal 2026 ended April 4, 2026. Highlights for First Quarter Fiscal 2026 as compared to First Quarter Fiscal 2025: •Net s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2026 Grocery Outlet Hold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2026 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commiss

Grocery Outlet Holding Corp. Adds Two New Independent Directors Frances Allen and Felicia Thornton Bring Seasoned Retail Leadership and Operating Expertise to Board

Exhibit 99.1 Grocery Outlet Holding Corp. Adds Two New Independent Directors Frances Allen and Felicia Thornton Bring Seasoned Retail Leadership and Operating Expertise to Board Emeryville, CA – April 2, 2026 – Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet" or the "Company") today announced the appointments of Frances Allen and Felicia Thornton to its Board of Directors, effective Apr

Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation or Organization Grocery Outlet Inc. California BBGO Acquisition, Inc. Delaware The Bargain Barn, Inc. Tennessee

Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation or Organization Grocery Outlet Inc. California BBGO Acquisition, Inc. Delaware The Bargain Barn, Inc. Tennessee

As filed with the Securities and Exchange Commission on March 4, 2026

As filed with the Securities and Exchange Commission on March 4, 2026 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): March 2, 2026 Grocery Outlet Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): March 2, 2026 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commission

Grocery Outlet Holding Corp. Announces Fourth Quarter and Fiscal 2025 Financial Results

Exhibit 99.1 Grocery Outlet Holding Corp. Announces Fourth Quarter and Fiscal 2025 Financial Results Emeryville, CA – March 4, 2026 – Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet," the "Company," "we" or "our") today announced financial results for the fourth quarter and full fiscal year ended January 3, 2026, both of which contained one additional week ("53rd week") versus the compa

CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Grocery Outlet Holding Corp. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Pr

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Grocery Outlet Holding Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 3, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38950 Grocery Outlet H

CONSULTING AGREEMENT

Exhibit 10.23 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this “Agreement”), dated as of October 3, 2025 (the “Effective Date”), is entered into by and between Pamela Burke (“Consultant”) and Grocery Outlet Inc., a California corporation (the “Company”). 1.Engagement and Term. (a)The Company hereby engages Consultant to serve as an independent contractor to the Company to commence on October 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): January 13, 2026 Grocery Outlet Hold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): January 13, 2026 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commiss

Grocery Outlet Holding Corp. Announces Chief Purchasing Officer Retirement EVP Matt Delly to Lead Purchasing and Merchandising Functions

Exhibit 99.1 Grocery Outlet Holding Corp. Announces Chief Purchasing Officer Retirement EVP Matt Delly to Lead Purchasing and Merchandising Functions Emeryville, CA – January 13, 2026 – Grocery Outlet Holding Corp. (NASDAQ: GO) (“Grocery Outlet” or the “Company”) today announced that Steve Wilson, EVP and Chief Purchasing Officer, will retire effective March 20, 2026, after 31 years of service. In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): December 3, 2025 Grocery Outlet Hold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): December 3, 2025 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 27, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38950 Groce

Grocery Outlet Holding Corp. Announces Third Quarter Fiscal 2025 Financial Results

Exhibit 99.1 Grocery Outlet Holding Corp. Announces Third Quarter Fiscal 2025 Financial Results Emeryville, CA – November 4, 2025 – Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet," the "Company," "we" or "our") today announced financial results for the third quarter of fiscal 2025 ended September 27, 2025. Highlights for Third Quarter Fiscal 2025 as compared to Third Quarter Fiscal 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): November 4, 2025 Grocery Outlet Hold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): November 4, 2025 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): August 26, 2025 Grocery Outlet Holdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): August 26, 2025 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commissi

Grocery Outlet Appoints Frank Kerr to Chief Store Operations Officer

Exhibit 99.1 Grocery Outlet Appoints Frank Kerr to Chief Store Operations Officer Emeryville, CA – August 26, 2025 – Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet," the "Company," "we" or "our"), a high-growth, extreme value retailer of quality, name-brand consumables and fresh products, today announced the appointment of Frank Kerr to Executive Vice President, Chief Store Operations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38950 Grocery Ou

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): August 5, 2025 Grocery Outlet Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): August 5, 2025 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commissio

Grocery Outlet Holding Corp. Announces Second Quarter Fiscal 2025 Financial Results

Exhibit 99.1 Grocery Outlet Holding Corp. Announces Second Quarter Fiscal 2025 Financial Results Emeryville, CA – August 5, 2025 – Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet," the "Company," "we" or "our") today announced financial results for the second quarter of fiscal 2025 ended June 28, 2025. Highlights for Second Quarter Fiscal 2025 as compared to Second Quarter Fiscal 2024:

Grocery Outlet Announces Board Refreshment Adds Two New Independent Directors with Relevant Expertise to Support Next Chapter of Growth Two Long-serving Directors to Retire in August

Exhibit 99.1 Grocery Outlet Announces Board Refreshment Adds Two New Independent Directors with Relevant Expertise to Support Next Chapter of Growth Two Long-serving Directors to Retire in August Emeryville, CA – June 26, 2025 – Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet," the "Company," "we" or "our") announced the appointments of Michael Kobayashi and Lawrence “Chip” Molloy to it

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): June 25, 2025 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commission

Restated Certificate of Incorporation of Grocery Outlet Holding Corp., marked to show amendments effective as of June

Exhibit 3.2 RESTATED CERTIFICATE OF INCORPORATION OF GROCERY OUTLET HOLDING CORP. * * * * * The present name of the corporation is Grocery Outlet Holding Corp. (the “Corporation”). The Corporation was incorporated under the name “Cannery Sales Holding Corp.” by the filing of the Corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware on September 11

Amended and Restated Bylaws of Grocery Outlet Holding Corp., marked to show amendments effective as of June 3

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF GROCERY OUTLET HOLDING CORP. * * * * * ARTICLE I Offices SECTION 1.01 Registered Office. The registered office and registered agent of Grocery Outlet Holding Corp. (the “Corporation”) shall be as set forth in the Corporation’s restated certificate of incorporation (as the same may be amended from time to time, the “Certificate of Incorporation (as defined

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): June 2, 2025 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commission

Amended and Restated Bylaws of Grocery Outlet Holding Corp., effective as of June 3, 2025.

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF GROCERY OUTLET HOLDING CORP. * * * * * ARTICLE I Offices SECTION 1.01 Registered Office. The registered office and registered agent of Grocery Outlet Holding Corp. (the “Corporation”) shall be as set forth in the Corporation’s restated certificate of incorporation (as the same may be amended from time to time, the “Certificate of Incorporation”). The Corp

Restated Certificate of Incorporation of Grocery Outlet Holding Corp.

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF GROCERY OUTLET HOLDING CORP. * * * * * The present name of the corporation is Grocery Outlet Holding Corp. (the “Corporation”). The Corporation was incorporated under the name “Cannery Sales Holding Corp.” by the filing of the Corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware on September 11

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): May 12, 2025 Grocery Outlet Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): May 12, 2025 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38950 Grocery O

(Grocery Outlet Holding Corp. 2019 Incentive Plan) (effective February 28, 2025)

Exhibit 10.5 OPTION GRANT NOTICE UNDER THE GROCERY OUTLET HOLDING CORP. 2019 INCENTIVE PLAN Grocery Outlet Holding Corp. (the “Company”), pursuant to its 2019 Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Options (each Option representing the right to purchase one share of Common Stock) set forth bel

Performance and Time Vesting Stock Option Grant Notice and Agreement for Jason Potter dated February 28, 2025 (Grocery Outlet Holding Corp. 2019 Incentive Plan)

Exhibit 10.2 OPTION GRANT NOTICE UNDER THE GROCERY OUTLET HOLDING CORP. 2019 INCENTIVE PLAN Grocery Outlet Holding Corp. (the “Company”), pursuant to its 2019 Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Options (each Option representing the right to purchase one share of Common Stock) set forth bel

Description of cash compensation awarded to

Exhibit 10.6 Description of Cash Compensation Approved for Eric J. Lindberg, Jr. for Transition Services In connection with temporary transition services rendered through March 31, 2025, on February 28, 2025, the Compensation Committee of the Board of Directors of Grocery Outlet Holding Corp. (the “Company”) approved the following cash compensation arrangement for the Company’s Chairman of the Boa

Restricted Stock Unit Grant Notice and Agreement for Jason Potter dated February 28, 2025

Exhibit 10.3 RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE GROCERY OUTLET HOLDING CORP. 2019 INCENTIVE PLAN (CEO Form) Grocery Outlet Holding Corp. (the “Company”), pursuant to its 2019 Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are

Form of Time Vesting Stock Option Grant Notice and Agreement for Jason Potter (Grocery Outlet Holding Corp. 2019 Incentive Plan) (effective February 28, 2025)

Exhibit 10.4 OPTION GRANT NOTICE UNDER THE GROCERY OUTLET HOLDING CORP. 2019 INCENTIVE PLAN Grocery Outlet Holding Corp. (the “Company”), pursuant to its 2019 Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Options (each Option representing the right to purchase one share of Common Stock) set forth bel

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): May 5, 2025 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commission F

Grocery Outlet Holding Corp. Announces First Quarter Fiscal 2025 Financial Results

Exhibit 99.1 Grocery Outlet Holding Corp. Announces First Quarter Fiscal 2025 Financial Results Emeryville, CA – May 6, 2025 – Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet," the "Company," "we" or "our") today announced financial results for the first quarter of fiscal 2025 ended March 29, 2025. Highlights for First Quarter Fiscal 2025 as compared to First Quarter Fiscal 2024: •Net s

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GroceryOutletHoldingCorp. 2024AnnualReportonForm10-KUNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 FORM10-K (MarkOne) ☒ ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGE ACTOF1934 ForthefiscalyearendedDecember28,2024 or ☐ TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGE ACTOF1934 Forthetransitionperiodfrom to CommissionFileNumber:001-38950 GroceryOut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ¨ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Grocery Outlet Holding Corp.

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation or Organization Grocery Outlet Inc. California BBGO Acquisition, Inc. Delaware The Bargain Barn, Inc. Tennessee

Grocery Outlet Securities Trading Policy (Revised August 24, 2023)

go202410-kexhibit19 SECURITIES TRADING POLICY REVISED AUGUST 24, 2023 Exhibit 19 Page 2 of 13 Policy Rev.

As filed with the Securities and Exchange Commission on February 26, 2025

As filed with the Securities and Exchange Commission on February 26, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 28, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38950 Grocery Outlet

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): February 18, 2025 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commis

Grocery Outlet Holding Corp. Announces Fourth Quarter and Fiscal 2024 Financial Results Provides Fiscal 2025 Guidance Welcomes 30-Year Industry Veteran Jason Potter, President and CEO

Exhibit 99.1 Grocery Outlet Holding Corp. Announces Fourth Quarter and Fiscal 2024 Financial Results Provides Fiscal 2025 Guidance Welcomes 30-Year Industry Veteran Jason Potter, President and CEO Emeryville, CA – February 25, 2025 – Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet" or the "Company") today announced financial results for the fourth quarter and full fiscal year ended Dece

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): January 17, 2025 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commiss

Grocery Outlet Holding Corp. Announces New President and Chief Executive Officer Jason Potter brings more than 30 years of grocery experience to the role, having most recently served as CEO of The Fresh Market

Exhibit 99.1 Grocery Outlet Holding Corp. Announces New President and Chief Executive Officer Jason Potter brings more than 30 years of grocery experience to the role, having most recently served as CEO of The Fresh Market EMERYVILLE, Calif., Jan. 22, 2025 (GLOBE NEWSWIRE) – Grocery Outlet Holding Corp. (NASDAQ: GO) (“Grocery Outlet” or the “Company”), today announced the appointment of Jason Pott

Employment Agreement, effective February 3, 2025 by and among Jason Potter, Grocery Outlet Holding Corp. and Grocery Outlet Inc.

Exhibit 10.1 GROCERY OUTLET HOLDING CORP. GROCERY OUTLET INC. EMPLOYMENT AGREEMENT   This Employment Agreement (“Agreement”) is entered into as of January 17, 2025 to become effective on February 3, 2025 (the “Effective Date”), by and among Jason Potter (“Executive”), the Company and Parent.   Whereas, the Company desires to employ Executive to provide personal services to the Company, and wishes

Grocery Outlet Holding Corp. Announces Appointment of New Chief Financial Officer Christopher Miller to join Grocery Outlet on January 6, 2025

Exhibit 99.1 Grocery Outlet Holding Corp. Announces Appointment of New Chief Financial Officer Christopher Miller to join Grocery Outlet on January 6, 2025 EMERYVILLE, Calif., Dec. 18, 2024 (GLOBE NEWSWIRE) - Grocery Outlet Holding Corp. (NASDAQ: GO) (“Grocery Outlet” or the “Company”), today announced the appointment of Christopher Miller as Executive Vice President and Chief Financial Officer, e

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): December 18, 2024 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commis

GO / Grocery Outlet Holding Corp. / FPR PARTNERS LLC Passive Investment

SC 13G 1 fpr13ggo111424.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Grocery Outlet Holding Corp. - (Name of Issuer) Common Stock - (Title of Class of Securities) 39874R101 - (CUSIP Number) September 30, 2024 - (Date of Event which Requires Filing of this Statement) Check the appropriate box to de

EX-99

EX-99 2 Exhibit99.1.txt Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities and Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto agrees to the joint filing between them, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder

EX-99

EX-99 3 Exhibit99.2.txt Exhibit 99.2 CONFIRMING STATEMENT This Statement confirms that the undersigned, Andrew Raab, has authorized and designated Siu Chiang to execute and file on the undersigned's behalf all filings that the undersigned may be required to file with the U.S. Securities and Exchange Commission under Section 13 or Section 16 of the Securities and Exchange Act of 1934, as amended (t

EX-99

EX-99 4 Exhibit99.3.txt Exhibit 99.3 CONFIRMING STATEMENT This Statement confirms that the undersigned, Bob Peck, has authorized and designated Siu Chiang to execute and file on the undersigned's behalf all filings that the undersigned may be required to file with the U.S. Securities and Exchange Commission under Section 13 or Section 16 of the Securities and Exchange Act of 1934, as amended (the

GO / Grocery Outlet Holding Corp. / MACKENZIE FINANCIAL CORP - GROCERY OUTLET HOLDING CORP AMENDMENT NO. THREE Passive Investment

SC 13G/A 1 grocery.txt GROCERY OUTLET HOLDING CORP AMENDMENT NO. THREE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. Three)* Grocery Outlet Holding Corp (Name of Issuer) Common Shares (Title of Class of Securities) 39874R101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this

GO / Grocery Outlet Holding Corp. / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Grocery Outlet Holding Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 39874R101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 28, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38950 Groce

Amendment to Consulting Agreement, dated as of September 1, 2024, by and between Charles C. Bracher and Grocery Outlet Inc.

Exhibit 10.1 AMENDMENT TO CONSULTING AGREEMENT This AMENDMENT TO CONSULTING AGREEMENT (this “Amendment”), dated as of September 1, 2024, is entered into by and between Charles C. Bracher (“Consultant”) and Grocery Outlet Inc., a California corporation (the “Company”). WHEREAS, Consultant and the Company are parties to a Consulting Agreement dated as of March 1, 2024, pursuant to which Consultant i

Grocery Outlet Holding Corp. Announces Third Quarter Fiscal 2024 Financial Results Q3 fiscal 2024 net sales increased 10.4% Q3 fiscal 2024 comparable store sales grew 1.2%, driven by a 2.0% increase in transactions Company updates key guidance for fi

Exhibit 99.1 Grocery Outlet Holding Corp. Announces Third Quarter Fiscal 2024 Financial Results Q3 fiscal 2024 net sales increased 10.4% Q3 fiscal 2024 comparable store sales grew 1.2%, driven by a 2.0% increase in transactions Company updates key guidance for fiscal 2024 Emeryville, CA – November 5, 2024 – Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet" or the "Company") today announc

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): November 5, 2024 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commiss

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): October 30, 2024 (October 29, 2024) Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of inco

Interim Chief Executive Officer Agreement, dated October 29, 2024, by and between Eric J. Lindberg, Jr., Grocery Outlet Holding Corp. and Grocery Outlet Inc.

Exhibit 10.1 October 29, 2024 BY HAND Mr. Eric J. Lindberg, Jr. Re: Interim President and Chief Executive Officer Agreement Dear Eric: On behalf of Grocery Outlet Holding Corp. (the “Parent”) and Grocery Outlet Inc. (the “Company”), I am pleased to offer you the position of Interim President and Chief Executive Officer of the Company on the terms and conditions set forth in this letter agreement (

Form of Restricted Stock Unit Grant Notice and Agreement (Grocery Outlet Holding Corp. 2019 Incentive Plan) (Interim CEO)

Exhibit 10.2 RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE GROCERY OUTLET HOLDING CORP. 2019 INCENTIVE PLAN Grocery Outlet Holding Corp. (the “Company”), pursuant to its 2019 Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to

Grocery Outlet Holding Corp. Announces CEO Transition Former CEO Eric Lindberg returning to lead the business while the Company conducts a search for its next CEO Company provides certain preliminary Q3 2024 results and update to full year 2024 guida

Exhibit 99.1 Grocery Outlet Holding Corp. Announces CEO Transition Former CEO Eric Lindberg returning to lead the business while the Company conducts a search for its next CEO Company provides certain preliminary Q3 2024 results and update to full year 2024 guidance EMERYVILLE, Calif., October 30, 2024 - Grocery Outlet Holding Corp. (NASDAQ: GO) (“Grocery Outlet” or the “Company”) today announced

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38950 Grocery Ou

Non-Employee Director Compensation Policy (as amended June 3, 2024)

Exhibit 10.1 GROCERY OUTLET HOLDING CORP. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (as amended June 3, 2024) Cash Compensation Each non-employee director of Grocery Outlet Holding Corp. (the "Company," "we," or "our) is entitled to receive an annual cash retainer of $75,000, any non-employee director serving as Lead Independent Director of our board of directors is entitled to receive an addition

Grocery Outlet Holding Corp. Announces Second Quarter Fiscal 2024 Financial Results Q2 fiscal 2024 net sales increased 11.7% Q2 fiscal 2024 comparable store sales grew 2.9%, driven by a 5.1% increase in transactions Company updates key guidance for f

Exhibit 99.1 Grocery Outlet Holding Corp. Announces Second Quarter Fiscal 2024 Financial Results Q2 fiscal 2024 net sales increased 11.7% Q2 fiscal 2024 comparable store sales grew 2.9%, driven by a 5.1% increase in transactions Company updates key guidance for fiscal 2024 Emeryville, CA – August 6, 2024 – Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet" or the "Company") today announce

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): August 6, 2024 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commissio

GO / Grocery Outlet Holding Corp. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Grocery Outlet Holding Corp Title of Class of Securities: Common Stock CUSIP Number: 39874R101 Date of Event Which Requires Filing of this Statement: June 28, 2024 Check the appropriate box to designate the rule pursuant to which this Schedule is file

GO / Grocery Outlet Holding Corp. / BlackRock Inc. Passive Investment

SC 13G/A 1 us39874r1014070824.txt us39874r1014070824.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 4) GROCERY OUTLET HOLDING CORP - (Name of Issuer) Common Stock - (Title of Class of Securities) 39874R101 - (CUSIP Number) June 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriat

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): June 3, 2024 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38950 Grocery O

Stock Purchase Agreement, dated February 14, 2024, by and among Grocery Outlet Inc., BBGO Acquisition, Inc. the sellers party thereto, and Southvest Fund VII, L.P.

Exhibit 2.1 STOCK PURCHASE AGREEMENT among GROCERY OUTLET INC., BBGO ACQUISITION, INC., THE SELLERS PARTY HERETO and SOUTHVEST FUND VII, L.P. (solely in its capacity as the SELLERS’ REPRESENTATIVE hereunder) Dated as of February 14, 2024 TABLE OF CONTENTS Page ARTICLE I Definitions 5 1.1 Certain Definitions 5 1.2 Additional Defined Terms 17 ARTICLE II Sale and Purchase 19 2.1 Sale and Purchase of

2024 Form of Performance Stock Unit Grant and Agreement (Grocery Outlet Holding Corp. 2019 Stock Incentive Plan)

Exhibit 10.1 PERFORMANCE STOCK UNIT GRANT NOTICE UNDER THE GROCERY OUTLET HOLDING CORP. 2019 INCENTIVE PLAN Grocery Outlet Holding Corp. (the “Company”), pursuant to its 2019 Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Performance Stock Units (“Performance Stock Units” or “PSUs”), set forth below.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): May 7, 2024 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commission F

Grocery Outlet Holding Corp. Announces First Quarter Fiscal 2024 Financial Results Q1 fiscal 2024 net sales increased 7.4% Q1 fiscal 2024 comparable store sales grew 3.9%, driven by a 7.0% increase in transactions Company updates key guidance for fis

Exhibit 99.1 Grocery Outlet Holding Corp. Announces First Quarter Fiscal 2024 Financial Results Q1 fiscal 2024 net sales increased 7.4% Q1 fiscal 2024 comparable store sales grew 3.9%, driven by a 7.0% increase in transactions Company updates key guidance for fiscal 2024 Emeryville, CA – May 7, 2024 – Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet" or the "Company") today announced fin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

ARS

Grocery Outlet Holding Corp. 2023 Annual Report on Form 10-KUNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 FORM10-K (MarkOne) ☒ ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGE ACTOF1934 ForthefiscalyearendedDecember30,2023 or ☐ TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGE ACTOF1934 Forthetransitionperiodfrom to CommissionFileNumber:001-38950 Gr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ¨ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): April 1, 2024 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commission

Grocery Outlet Holding Corp. Closes Acquisition of United Grocery Outlet Acquisition Expands Company’s Presence into New Adjacent Markets in the Southeast

Exhibit 99.1 Grocery Outlet Holding Corp. Closes Acquisition of United Grocery Outlet Acquisition Expands Company’s Presence into New Adjacent Markets in the Southeast Emeryville, CA – April 2, 2024 – Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet" or the "Company") today announced the closing of the previously announced acquisition of United Grocery Outlet ("UGO"), an extreme value, d

Consulting Agreement, dated February 29, 2024, by and between Charles C. Bracher and Grocery Outlet Inc.

Exhibit 10.1 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this "Agreement"), dated as of March 1, 2024 (the "Effective Date"), is entered into by and between Charles C. Bracher ("Consultant") and Grocery Outlet Inc., a California corporation (the "Company"). 1.Engagement and Term. (a)The Company hereby engages Consultant to serve as an independent contractor to the Company to commence on March

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): February 29, 2024 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38950 Grocery Outlet

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Grocery Outlet Holding Corp.

Grocery Outlet Holding Corp. Incentive Compensation Clawback Policy

Exhibit 97.1 GROCERY OUTLET HOLDING CORP. Incentive Compensation Clawback Policy (As Adopted on October 16, 2023 Pursuant to Nasdaq Rule 5608) 1.Overview. The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Grocery Outlet Holding Corp. (the “Company”) has adopted this Incentive Compensation Clawback Policy (this “Policy”) that requires the recoupment of certain

As filed with the Securities and Exchange Commission on February 28, 2024

As filed with the Securities and Exchange Commission on February 28, 2024 Registration No.

Subsidiary of the Registrant

Exhibit 21.1 Subsidiary of the Registrant Name of Subsidiary Jurisdiction of Incorporation or Organization Grocery Outlet Inc. California

Grocery Outlet Holding Corp. Announces Fourth Quarter and Fiscal 2023 Financial Results Q4 fiscal 2023 net sales increased 6.3% Q4 fiscal 2023 comparable store sales grew 2.7% driven by a 7.5% increase in transactions Company provides outlook for fis

Exhibit 99.1 Grocery Outlet Holding Corp. Announces Fourth Quarter and Fiscal 2023 Financial Results Q4 fiscal 2023 net sales increased 6.3% Q4 fiscal 2023 comparable store sales grew 2.7% driven by a 7.5% increase in transactions Company provides outlook for fiscal 2024 including impact of United Grocery Outlet pending acquisition Emeryville, CA – February 27, 2024 – Grocery Outlet Holding Corp.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): February 27, 2024 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commis

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): February 14, 2024 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commis

Grocery Outlet Holding Corp. To Acquire United Grocery Outlet Acquisition Will Expand Company's Footprint into New Adjacent Markets in the Southeast

Exhibit 99.1 Grocery Outlet Holding Corp. To Acquire United Grocery Outlet Acquisition Will Expand Company's Footprint into New Adjacent Markets in the Southeast Emeryville, CA – February 15, 2024 – Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet" or the "Company") today announced that it has agreed to acquire United Grocery Outlet ("UGO"), an extreme value, discount grocery retailer op

GO / Grocery Outlet Holding Corp. / ALLIANCEBERNSTEIN L.P. - SEC SCHEDULE 13G Passive Investment

UNITED STATES 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) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

GO / Grocery Outlet Holding Corp. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Grocery Outlet Holding Corp Title of Class of Securities: Common Stock CUSIP Number: 39874R101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is

GO / Grocery Outlet Holding Corp. / PARNASSUS INVESTMENTS /CA Passive Investment

SC 13G/A 1 parnassus-go123123a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Grocery Outlet Holding Corp. (Name of Issuer) Common (Title of Class of Securities) 39874R101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

GO / Grocery Outlet Holding Corp. / Jackson Square Partners, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm245549d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 5)* Grocery Outlet Holding Corp (Name of Issuer) Common (Title of Class of Securities) 39874R101 (CUSI

GO / Grocery Outlet Holding Corp. / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Grocery Outlet Holding Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 39874R101 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropria

Grocery Outlet Appoints Ramesh Chikkala to Newly Created EVP, Chief Operations Officer Role Chikkala to Lead Supply Chain and Business Technology

Exhibit 99.1 Grocery Outlet Appoints Ramesh Chikkala to Newly Created EVP, Chief Operations Officer Role Chikkala to Lead Supply Chain and Business Technology Emeryville, CA – January 25, 2024 – Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet" or the "Company") announced that it has appointed Ramesh Chikkala to the newly created position of EVP, Chief Operations Officer, effective Janua

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): January 25, 2024 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commiss

GO / Grocery Outlet Holding Corp. / BlackRock Inc. Passive Investment

SC 13G/A 1 us39874r1014012524.txt us39874r1014012524.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 3) GROCERY OUTLET HOLDING CORP - (Name of Issuer) Common Stock - (Title of Class of Securities) 39874R101 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the approp

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): December 8, 2023 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commiss

Grocery Outlet Holding Corp. Announces CFO Transition and Reaffirms Fourth Quarter Outlook and Fiscal 2023 Guidance Charles Bracher Stepping Down for a New Opportunity, Effective March 1, 2024

Exhibit 99.1 Grocery Outlet Holding Corp. Announces CFO Transition and Reaffirms Fourth Quarter Outlook and Fiscal 2023 Guidance Charles Bracher Stepping Down for a New Opportunity, Effective March 1, 2024 Emeryville, CA – December 11, 2023 – Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet" or the "Company") today announced that Charles Bracher has informed the Company of his intention

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38950 Groce

Grocery Outlet Inc. 2019 Annual Incentive Plan (Amended and Restated Effective August 24, 2023)

Exhibit 10.1 Amended and Restated Grocery Outlet Inc. Annual Incentive Plan (Amended and Restated Effective August 24, 2023) The Amended and Restated Grocery Outlet Inc. Annual Incentive Plan (the “Plan”) is established to reward and align the efforts of employees with the strategic priorities and activities of Grocery Outlet Inc. (the “Company”) which maximize the Company’s performance and drive

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): November 7, 2023 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commiss

Grocery Outlet Holding Corp. Announces Third Quarter Fiscal 2023 Financial Results Net sales increased 9.3% Comparable store sales increased 6.4% GAAP net income increased 55.1% with diluted EPS of $0.27 Adjusted EBITDA(1) increased 20.0% to $68.1 mi

Exhibit 99.1 Grocery Outlet Holding Corp. Announces Third Quarter Fiscal 2023 Financial Results Net sales increased 9.3% Comparable store sales increased 6.4% GAAP net income increased 55.1% with diluted EPS of $0.27 Adjusted EBITDA(1) increased 20.0% to $68.1 million Company updates key guidance for fiscal 2023 Emeryville, CA – November 7, 2023 – Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 1, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38950 Grocery Out

Form of Restricted Stock Unit Grant and Agreement for Non-Employee Directors (Grocery Outlet Holding Corp. 2019 Stock Incentive Plan) (effective June 2023)

Exhibit 10.1 RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE GROCERY OUTLET HOLDING CORP. 2019 INCENTIVE PLAN Grocery Outlet Holding Corp. (the “Company”), pursuant to its 2019 Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): August 8, 2023 Grocery Outlet Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): August 8, 2023 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commissio

Grocery Outlet Holding Corp. Announces Second Quarter Fiscal 2023 Financial Results Net sales increased 12.5% and achieved first quarterly $1 billion net sales performance in Company's history Comparable store sales increased 9.2% GAAP net income inc

Exhibit 99.1 Grocery Outlet Holding Corp. Announces Second Quarter Fiscal 2023 Financial Results Net sales increased 12.5% and achieved first quarterly $1 billion net sales performance in Company's history Comparable store sales increased 9.2% GAAP net income increased 21.8% with diluted EPS of $0.24 Adjusted EBITDA(1) increased 22.7% to $70.5 million Company raises key guidance for fiscal 2023 Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): June 20, 2023 Grocery Outlet Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): June 20, 2023 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commission

Trademark Security Agreement, dated as of February 21, 2023, among Grocery Outlet Inc. and Bank of America, N.A., as Collateral Agent

Exhibit 10.4 INTELLECTUAL PROPERTY SECURITY AGREEMENT TRADEMARK SECURITY AGREEMENT dated as of February 21, 2023 (this “Agreement”), among Grocery Outlet Inc., a California corporation (the “Grantor”) and Bank of America, N.A. in its capacity as Collateral Agent for the Secured Parties party to the Credit Agreement referred to below (in such capacity, together with its successors, assigns, designe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 1, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38950 Grocery Ou

Guarantee, dated as of February 21, 2023, among Grocery Outlet Holding Corp., the subsidiaries of Grocery Outlet Holding Corp. from time to time party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent

Exhibit 10.5 GUARANTEE GUARANTEE, dated as of February 21, 2023 (this “Guarantee”), made among GROCERY OUTLET HOLDING CORP., a Delaware corporation (the “Borrower”), each of the subsidiaries of the Borrower listed on Annex A hereto or that becomes a party hereto pursuant to Section 21 hereof (each such subsidiary, individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors

Copyright Security Agreement, dated as of February 21, 2023, among Grocery Outlet Inc. and Bank of America, N.A., as Collateral Agent

Exhibit 10.3 INTELLECTUAL PROPERTY SECURITY AGREEMENT COPYRIGHT SECURITY AGREEMENT dated as of February 21, 2023 (this “Agreement”), among Grocery Outlet Inc., a California corporation (the “Grantor”) and Bank of America, N.A. in its capacity as Collateral Agent for the Secured Parties party to the Credit Agreement referred to below (in such capacity, together with its successors, assigns, designe

Pledge and Security Agreement, dated as of February 21, 2023, among Grocery Outlet Holding Corp., the subsidiaries of Grocery Outlet Holding Corp. from time to time party thereto and Bank of America, N.A., as Collateral Agent

Exhibit 10.2 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”) is entered into as of February 21, 2023, by and among the Grantors (as defined below) and Bank of America, N.A., in its capacity as Collateral Agent for the Secured Parties (in such capacity, together with its successors, assigns, designees and sub-agents in such capacity, the “Collateral Agen

2023 Form of Performance Stock Unit Grant and Agreement (Grocery Outlet Holding Corp. 2019 Stock Incentive Plan)

Exhibit 10.8 PERFORMANCE STOCK UNIT GRANT NOTICE UNDER THE GROCERY OUTLET HOLDING CORP. 2019 INCENTIVE PLAN Grocery Outlet Holding Corp. (the “Company”), pursuant to its 2019 Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Performance Stock Units (“Performance Stock Units” or “PSUs”), set forth below.

Grocery Outlet Holding Corp. Announces First Quarter Fiscal 2023 Financial Results Q1 fiscal 2023 net sales increased 16.1% Comparable store sales grew 12.1% driven by a 7.9% increase in transactions GAAP net income increased 18.5% with diluted EPS o

Exhibit 99.1 Grocery Outlet Holding Corp. Announces First Quarter Fiscal 2023 Financial Results Q1 fiscal 2023 net sales increased 16.1% Comparable store sales grew 12.1% driven by a 7.9% increase in transactions GAAP net income increased 18.5% with diluted EPS of $0.14 Adjusted EBITDA(1) increased 36.9%, up 100 basis points as a percentage of net sales Company raises guidance for fiscal 2023 Emer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): May 9, 2023 Grocery Outlet Holding C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): May 9, 2023 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission only (as permitted by Ru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): April 25, 2023 Grocery Outlet Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): April 25, 2023 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commissio

ARS

Grocery Outlet Holding Corp. 2022 Annual Report on Form 10-KUNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 FORM10-K (MarkOne) ☒ ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 ForthefiscalyearendedDecember31,2022 or ☐ TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 Forthetransitionperiodfrom to CommissionFileNumber:001-38950 Groc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ¨ Filed by a Party other than the Registrant Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Description of Grocery Outlet Holding Corp.'s Securities

Exhibit 4.3 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended Description of Capital Stock As of January 1, 2023, Grocery Outlet Holding Corp., a Delaware corporation (the “Company,” “we,” “our,” or “us”), had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation or Organization Globe Intermediate Corp. Delaware GOBP Holdings, Inc. Delaware GOBP MidCo, Inc. Delaware Grocery Outlet Inc. California

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38950 Grocery Outlet

Restricted Stock Unit Grant and Agreement (Grocery Outlet Holding Corp. 2019 Stock Incentive Plan) (CEO Form)

Exhibit 10.34 RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE GROCERY OUTLET HOLDING CORP. 2019 INCENTIVE PLAN (CEO Form) Grocery Outlet Holding Corp. (the “Company”), pursuant to its 2019 Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units ar

Grocery Outlet Holding Corp. Announces Fourth Quarter and Fiscal 2022 Financial Results Q4 fiscal 2022 net sales increased 18.9% Comparable store sales grew 15.1% driven by a 10.0% increase in transactions Net income increased 139.3% with diluted EPS

Exhibit 99.1 Grocery Outlet Holding Corp. Announces Fourth Quarter and Fiscal 2022 Financial Results Q4 fiscal 2022 net sales increased 18.9% Comparable store sales grew 15.1% driven by a 10.0% increase in transactions Net income increased 139.3% with diluted EPS of $0.16 Company provides outlook for fiscal 2023 Company changes presentation of non-GAAP financial measures Emeryville, CA – February

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): February 28, 2023 Grocery Outlet Hol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): February 28, 2023 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): February 21, 2023 Grocery Outlet Hol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): February 21, 2023 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commis

Credit Agreement, dated as of February 21, 2023, by and among Grocery Outlet Holding Corp., the Lenders and Letter of Credit Issuers from time to time party thereto, and Bank of America, N.A., as the Administrative Agent, Collateral Agent and Swingline Lender., the Lenders and Letter of Credit Issuers from time to time party thereto, and Bank of America, N.A., as the Administrative Agent, Collateral Agent and Swingline Lender.

Exhibit 10.1 DEAL CUSIP: US39874TAA51 REVOLVER CUSIP: US39874TAB35 TERM LOAN CUSIP: 39874TAC1 CREDIT AGREEMENT dated as of February 21, 2023 among GROCERY OUTLET HOLDING CORP., as the Borrower, The Several Lenders from Time to Time Parties Hereto and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Letter of Credit Issuer and Swingline Lender JPMorgan Chase Bank, N.A. and WELLS FA

GO / Grocery Outlet Holding Corp / ALLIANCEBERNSTEIN L.P. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Grocery Outlet Holding Corp (Name of Issuer) Common Stock (Title of Class of Securities) 39874R101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

GO / Grocery Outlet Holding Corp / Capital World Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES 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) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

GO / Grocery Outlet Holding Corp / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES 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) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropria

GO / Grocery Outlet Holding Corp / Lindberg Eric J. Jr. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Grocery Outlet Holding Corp. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 39874R101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat

GO / Grocery Outlet Holding Corp / Jackson Square Partners, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm236173d5sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No.4 )* Grocery Outlet Holding Corp (Name of Issuer) Common (Title of Class of Securities) 39874R101 (CUSI

GO / Grocery Outlet Holding Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01019-groceryoutletholding.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Grocery Outlet Holding Corp. Title of Class of Securities: Common Stock CUSIP Number: 39874R101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate b

GO / Grocery Outlet Holding Corp / BlackRock Inc. Passive Investment

SC 13G/A 1 us39874r1014020723.txt us39874r1014020723.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 2) GROCERY OUTLET HOLDING CORP - (Name of Issuer) Common Stock - (Title of Class of Securities) 39874R101 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the approp

GO / Grocery Outlet Holding Corp / PARNASSUS INVESTMENTS /CA Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

GO / Grocery Outlet Holding Corp / MACKENZIE FINANCIAL CORP - ANNUAL 13G GROCERY OUTLET HOLDING CORP. Passive Investment

SC 13G/A 1 grocery.txt ANNUAL 13G GROCERY OUTLET HOLDING CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. Two)* Grocery Outlet Holding Corp (Name of Issuer) Common Shares (Title of Class of Securities) 39874R101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 1, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38950 Grocery

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): November 2, 2022 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commiss

Non-Employee Director Compensation Policy (as amended November 2, 2022 and as effective January 1, 2023)

Exhibit 10.2 GROCERY OUTLET HOLDING CORP. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (as amended November 2, 2022 and as effective January 1, 2023) Cash Compensation Each non-employee director of Grocery Outlet Holding Corp. (the "Company," "we," or "our) is entitled to receive an annual cash retainer of $75,000, any non-employee director serving as Lead Independent Director of our board of directo

Grocery Outlet Holding Corp. Announces Third Quarter Fiscal 2022 Financial Results Raises Fiscal Year 2022 Net Sales and Earnings Guidance

Exhibit 99.1 Grocery Outlet Holding Corp. Announces Third Quarter Fiscal 2022 Financial Results Raises Fiscal Year 2022 Net Sales and Earnings Guidance Emeryville, CA ? November 8, 2022 ? Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet" or the "Company") today announced financial results for the third quarter of fiscal 2022 ended October 1, 2022. Highlights for the Third Quarter Fiscal

Grocery Outlet Holding Corp. Announces CEO Transition CEO Eric Lindberg will transition to role of Chairman of the Board; Current President RJ Sheedy to become President & Chief Executive Officer

Exhibit 99.2 Grocery Outlet Holding Corp. Announces CEO Transition CEO Eric Lindberg will transition to role of Chairman of the Board; Current President RJ Sheedy to become President & Chief Executive Officer Emeryville, CA ? November 8, 2022 ? Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet" or the "Company") today announced that effective January 1, 2023, Eric Lindberg will transition

Employment Agreement, effective January 1, 2023, by and among Robert Joseph Sheedy, Jr., Grocery Outlet Inc. and Grocery Outlet Holding Corp.

Exhibit 10.1 GROCERY OUTLET HOLDING CORP. GROCERY OUTLET INC. EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into as of November 2, 2022 to become effective on January 1, 2023 (the "Effective Date"), by and among Robert Joseph Sheedy, Jr. ("Executive"), the Company and Parent. Whereas, the Company desires to continue to employ Executive to provide personal services to the

GO / Grocery Outlet Holding Corp / Jackson Square Partners, LLC - SC 13G/A. Passive Investment

SC 13G/A 1 tm2229692d1sc13ga.htm SC 13G/A. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No.3 )* Grocery Outlet Holding Corp (Name of Issuer) Common (Title of Class of Securities) 39874R101 (CU

LETTER

United States securities and exchange commission logo September 19, 2022 Charles Bracher Chief Financial Officer Grocery Outlet Holding Corp.

Fiscal Year Ended January 1, 2022 January 2, 2021 Net income $ 62,310 $ 106,713 Share-based compensation expenses (2) 17,615 38,084 Asset impairment and gain or loss on disposition (3) 1,241 1,727 Other (4) (153) 7,666 Amortization of purchase accoun

CORRESP 1 filename1.htm September 15, 2022 VIA EDGAR TRANSMISSION Office of Trade & Services Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Robert Shapiro Doug Jones Re: Grocery Outlet Holding Corp. Form 10-K for the Fiscal Year Ended January 1, 2022 Filed March 2, 2022 Form 10-Q for the Interim Period Ended July

Grocery Outlet Holding Corp. Announces Retirement of Vice Chairman of the Board MacGregor Read MacGregor Read retires after nearly 30 years of service

Exhibit 99.1 Grocery Outlet Holding Corp. Announces Retirement of Vice Chairman of the Board MacGregor Read MacGregor Read retires after nearly 30 years of service Emeryville, CA ? September 2, 2022 ? Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet" or the "Company") today announced the retirement of S. MacGregor Read, Jr., Vice Chairman of the Company?s Board of Directors, effective Se

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): August 31, 2022 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commissi

August 30, 2022

August 30, 2022 VIA EDGAR TRANSMISSION Office of Trade & Services Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.

LETTER

United States securities and exchange commission logo August 16, 2022 Charles Bracher Chief Financial Officer Grocery Outlet Holding Corp.

Non-Employee Director Compensation Policy

Exhibit 10.1 GROCERY OUTLET HOLDING CORP. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (as amended April 27, 2022) Cash Compensation Each non-employee director of Grocery Outlet Holding Corp. (the "Company," "we," or "our) is entitled to receive an annual cash retainer of $75,000, any non-employee director serving as vice chairperson of our board of directors is entitled to receive an additional annu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 2, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38950 Grocery Out

Grocery Outlet Holding Corp. Announces Second Quarter Fiscal 2022 Financial Results Raises Fiscal Year 2022 Guidance

Exhibit 99.1 Grocery Outlet Holding Corp. Announces Second Quarter Fiscal 2022 Financial Results Raises Fiscal Year 2022 Guidance Emeryville, CA ? August 9, 2022 ? Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet" or the "Company") today announced financial results for the second quarter of fiscal 2022 ended July 2, 2022. Highlights for the Second Quarter Fiscal 2022 as compared to the S

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): August 9, 2022 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commissio

Restated Certificate of Incorporation of Grocery Outlet Holding Corp.

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF GROCERY OUTLET HOLDING CORP. * * * * * The present name of the corporation is Grocery Outlet Holding Corp. (the ?Corporation?). The Corporation was incorporated under the name ?Cannery Sales Holding Corp.? by the filing of the Corporation?s original Certificate of Incorporation with the Secretary of State of the State of Delaware on September 11

Restated Certificate of Incorporation of Grocery Outlet Holding Corp., marked to show amendments effective as of June

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GROCERY OUTLET HOLDING CORP. * * * * * The present name of the corporation is Grocery Outlet Holding Corp. (the ?Corporation?). The Corporation was incorporated under the name ?Cannery Sales Holding Corp.? by the filing of the Corporation?s original Certificate of Incorporation with the Secretary of State of the State of Delaware on

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): June 6, 2022 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 2, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38950 Grocery Ou

Grocery Outlet Holding Corp. Announces First Quarter Fiscal 2022 Financial Results

Exhibit 99.1 Grocery Outlet Holding Corp. Announces First Quarter Fiscal 2022 Financial Results Emeryville, CA ? May 10, 2022 ? Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet" or the "Company") today announced financial results for the first quarter of fiscal 2022 ended April 2, 2022. Highlights for First Quarter Fiscal 2022 as compared to the First Quarter Fiscal 2021: ?Net sales incr

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): May 10, 2022 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??????) ? ? Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ? ? ? Check the appropriate box: ? ? ? ? ? ? ? ? Preliminary Proxy Statement ? ? ? ? ? ? ? ? Confidential, for use of the Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

DEF 14A 1 tm229979-3def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??????) ? ? Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ? ? ? Check the appropriate box: ? ? ? ? ? ? ? ? Preliminary Proxy Statement ? ? ? ? ? ? ? ? Confidential, for use o

Amended and Restated Bylaws of Grocery Outlet Holding Corp.

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF GROCERY OUTLET HOLDING CORP. * * * * * ARTICLE I Offices SECTION 1.01 Registered Office. The registered office and registered agent of Grocery Outlet Holding Corp. (the ?Corporation?) shall be as set forth in the Certificate of Incorporation (as defined below). The Corporation may also have offices in such other places in the United States or elsewhere (a

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): April 6, 2022 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commission

As filed with the Securities and Exchange Commission on March 2, 2022.

As filed with the Securities and Exchange Commission on March 2, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 47-1874201 (State or other jurisdiction of incorporation or organization) (I.

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation or Organization Globe Intermediate Corp. Delaware GOBP Holdings, Inc. Delaware GOBP MidCo, Inc. Delaware Grocery Outlet, Inc. California Amelia?s, LLC Delaware

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 1, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38950 Grocery Outlet H

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Grocery Outlet Holding Corp.

Non-Employee Director Compensation Policy

Exhibit 10.31 GROCERY OUTLET HOLDING CORP. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (As amended November 6, 2020) Cash Compensation Each non-employee director of Grocery Outlet Holding Corp. (the "Company," "we," or "our) is entitled to receive an annual cash retainer of $75,000 and any non-employee director serving as chairperson or vice chairperson of our board of directors is entitled to recei

Form of Performance Stock Unit Grant and Agreement (Grocery Outlet Holding Corp. 2019 Stock Incentive Plan) (effective October 2021)

Exhibit 10.29 PERFORMANCE STOCK UNIT GRANT NOTICE UNDER THE GROCERY OUTLET HOLDING CORP. 2019 INCENTIVE PLAN Grocery Outlet Holding Corp. (the ?Company?), pursuant to its 2019 Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Performance Stock Units (?Performance Stock Units? or ?PSUs?), set forth below.

Form of Restricted Stock Unit Grant and Agreement (Grocery Outlet Holding Corp. 2019 Stock Incentive Plan) (effective October 2021)

Exhibit 10.30 RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE GROCERY OUTLET HOLDING CORP. 2019 INCENTIVE PLAN Grocery Outlet Holding Corp. (the ?Company?), pursuant to its 2019 Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject t

Grocery Outlet Holding Corp. Announces Fourth Quarter and Fiscal 2021 Financial Results

Exhibit 99.1 Grocery Outlet Holding Corp. Announces Fourth Quarter and Fiscal 2021 Financial Results Emeryville, CA ? March 1, 2022 ? Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet" or the "Company") today announced financial results for the fourth quarter and full fiscal year 2021 ended January 1, 2022. Highlights for Fourth Quarter Fiscal 2021 as compared to the Fourth Quarter Fiscal

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): March 1, 2022 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commission

GO / Grocery Outlet Holding Corp / PARNASSUS INVESTMENTS /CA - SC 13G Passive Investment

SC 13G 1 tm226886-1sc13g.txt SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Grocery Outlet Holding Corp. - (Name of Issuer) Common - (Title of Class of Securities) 39874R101 - (CUSIP Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

GO / Grocery Outlet Holding Corp / Read S. MacGregor Jr. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Grocery Outlet Holding Corp. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 39874R101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat

GO / Grocery Outlet Holding Corp / KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC - NONE Passive Investment

SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* GROCERY OUTLET HOLDING CORP. (Name of Issuer) Common Stock (Title of Class of Securities) 39874R101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

GO / Grocery Outlet Holding Corp / Jackson Square Partners, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm225361d4sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Grocery Outlet Holding Corp (Name of Issuer) Common (Title of Class of Securities) 39874R101 (CUSI

GO / Grocery Outlet Holding Corp / Capital World Investors - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Grocery Outlet Holding Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 39874R101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

GO / Grocery Outlet Holding Corp / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Grocery Outlet Holding Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 39874R101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

GO / Grocery Outlet Holding Corp / Lindberg Eric J. Jr. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Grocery Outlet Holding Corp. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 39874R101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat

GO / Grocery Outlet Holding Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Grocery Outlet Holding Corp. Title of Class of Securities: Common Stock CUSIP Number: 39874R101 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is

GO / Grocery Outlet Holding Corp / MACKENZIE FINANCIAL CORP - 13G ANNUAL - GROCERY OUTLET HOLDING CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. One)* Grocery Outlet Holding Corp (Name of Issuer) Common Shares (Title of Class of Securities) 39874R101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

GO / Grocery Outlet Holding Corp / BlackRock Inc. Passive Investment

us39874r1014020322.txt 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) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): February 2, 2022 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commiss

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): December 15, 2021 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commis

Transition, Separation Agreement, and General Release of all Claims, dated as of December 13, 2021, by and between Grocery Outlet Inc. and Heather L. Mayo

Exhibit 10.1 TRANSITION, SEPARATION AGREEMENT, AND GENERAL RELEASE OF ALL CLAIMS This Transition, Separation Agreement, and General Release of all Claims (?Agreement?) is made and entered into by and between Heather Mayo (?EMPLOYEE?) on the one hand, and Grocery Outlet, Inc. (?GROCERY OUTLET? or the ?Company?), for the purpose of settling any and all matters between them. WHEREAS, the parties have

Grocery Outlet Holding Corp. Announces Organizational Changes to Advance Strategic Growth Plan

Exhibit 99.1 Grocery Outlet Holding Corp. Announces Organizational Changes to Advance Strategic Growth Plan Emeryville, CA ? December 15, 2021 ? Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet" or the "Company") today announced organizational changes as it continues to scale its business for future growth. These changes realign functions to optimally support the Company?s growing team o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 2, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38950 Grocery

Grocery Outlet Holding Corp. Announces Third Quarter Fiscal 2021 Financial Results Board of Directors Approves $100 Million Share Repurchase Program

Exhibit 99.1 Grocery Outlet Holding Corp. Announces Third Quarter Fiscal 2021 Financial Results Board of Directors Approves $100 Million Share Repurchase Program Emeryville, CA ? November 9, 2021 ? Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet" or the "Company") today announced financial results for the third quarter of fiscal 2021 ended October 2, 2021. Highlights for Third Quarter F

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): November 9, 2021 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 2, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 3, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 3, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 3, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38950 Grocery Out

Grocery Outlet Holding Corp. Announces Second Quarter Fiscal 2021 Financial Results

Exhibit 99.1 Grocery Outlet Holding Corp. Announces Second Quarter Fiscal 2021 Financial Results Emeryville, CA ? August 10, 2021 ? Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet" or the "Company") today announced financial results for the second quarter of fiscal 2021 ended July 3, 2021. Highlights for Second Quarter Fiscal 2021 as compared to the Second Quarter Fiscal 2020: ?Net sale

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): August 10, 2021 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commissi

GO / Grocery Outlet Holding Corp / SANDS CAPITAL MANAGEMENT, LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO Section 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO Section 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2) Grocery Outlet Holding Corp. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 39874R101 (

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): June 7, 2021 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commission

Employment Offer Letter by and between Heather L. Mayo and the Company dated August 29, 2019

Exhibit 10.1 August 29, 2019 Heather Mayo Dear Heather, Congratulations! This letter is our offer of employment to you, and your opportunity to join Grocery Outlet family. We hope you give this offer serious consideration. Should you decide to accept this offer, Human Resources will e-mail an electronic version of this letter via DocuSign for your signature of acceptance. This letter briefly outli

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 3, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38950 Grocery Ou

Grocery Outlet Holding Corp. Announces First Quarter Fiscal 2021 Financial Results

Exhibit 99.1 Grocery Outlet Holding Corp. Announces First Quarter Fiscal 2021 Financial Results Emeryville, CA ? May 11, 2021 ? Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet" or the "Company") today announced financial results for the first quarter of fiscal 2021 ended April 3, 2021. Highlights for First Quarter Fiscal 2021 as compared to the First Quarter Fiscal 2020: ?Net sales decr

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): May 11, 2021 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commission

- DEF 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ????Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, fo

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?o Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 2, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38950 Grocery Outlet Holding Corp.

2021 Form of Restricted Stock Unit Grant and Agreement (Grocery Outlet Holding Corp. 2019 Stock Incentive Plan)

Exhibit 10.32 RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE GROCERY OUTLET HOLDING CORP. 2019 INCENTIVE PLAN Grocery Outlet Holding Corp. (the ?Company?), pursuant to its 2019 Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject t

Grocery Outlet Holding Corp. Announces Fourth Quarter and Fiscal 2020 Financial Results

Exhibit 99.1 Grocery Outlet Holding Corp. Announces Fourth Quarter and Fiscal 2020 Financial Results Emeryville, CA – March 2, 2021 – Grocery Outlet Holding Corp. (NASDAQ: GO) ("Grocery Outlet" or the "Company") today announced financial results for the fourth quarter and full fiscal year 2020 ended January 2, 2021, both of which contained one additional week ("53rd week") versus the comparable pr

Form of Restricted Stock Unit Grant and Agreement for Non-Employee Directors (Grocery Outlet Holding Corp. 2019 Stock Incentive Plan) (effective February 2021)

Exhibit 10.34 RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE GROCERY OUTLET HOLDING CORP. 2019 INCENTIVE PLAN Grocery Outlet Holding Corp. (the ?Company?), pursuant to its 2019 Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject t

- S-8

As filed with the Securities and Exchange Commission on March 2, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 47-1874201 (State or other jurisdiction of incorporation or organization) (I.

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Incorporation or Organization Globe Intermediate Corp. Delaware GOBP Holdings, Inc. Delaware GOBP MidCo, Inc. Delaware Grocery Outlet, Inc. California Amelia?s, LLC Delaware

Description of Grocery Outlet Holding Corp.'s Securities

Exhibit 4.3 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Description of Capital Stock As of January 2, 2021, Grocery Outlet Holding Corp., a Delaware corporation (the ?Company,? ?we,? ?our,? or ?us?), had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $0.001 per sh

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): March 2, 2021 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commission

2021 Form of Performance Stock Unit Grant and Agreement (Grocery Outlet Holding Corp. 2019 Stock Incentive Plan)

Exhibit 10.33 PERFORMANCE STOCK UNIT GRANT NOTICE UNDER THE GROCERY OUTLET HOLDING CORP. 2019 INCENTIVE PLAN Grocery Outlet Holding Corp. (the ?Company?), pursuant to its 2019 Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Performance Stock Units (?Performance Stock Units? or ?PSUs?), set forth below.

SC 13G

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO Section 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO Section 240.13d-2 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 (C

UNITED STATES 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, par value $0.001 per share (Title of Class o

SC 13G/A UNITED STATES 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, par value $0.001 per share (Title of Class of Securities) 39874R101 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

AGREEMENT JOINT FILING OF SCHEDULE 13G

EX-1.1 2 ex991.htm EX-1.1 AGREEMENT JOINT FILING OF SCHEDULE 13G Kayne Anderson Rudnick Investment Management, LLC (an investment adviser registered under the Investment Advisers Act of 1940), and Virtus Investment Advisers, Inc. (an investment adviser registered under the Investment Advisers Act of 1940), hereby agree to file jointly the statement on Schedule 13G to which this Agreement is attach

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* GROCERY OUTLET HOLDING CORP. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number

SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* GROCERY OUTLET HOLDING CORP. (Name of Issuer) Common Stock (Title of Class of Securities) 39874R101 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

UNITED STATES 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, par value $0.001 per share (Title of Class o

SC 13G/A UNITED STATES 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, par value $0.001 per share (Title of Class of Securities) 39874R101 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

UNITED STATES 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, par value $0.001 per share (Title of Class o

SC 13G/A UNITED STATES 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, par value $0.001 per share (Title of Class of Securities) 39874R101 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934

SC 13G 1 tv0997-groceryoutletholdingc.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Grocery Outlet Holding Corp. Title of Class of Securities: Common Stock CUSIP Number: 39874R101 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendme

SC 13G 1 tm215779d4sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Grocery Outlet Holding Corp (Name of Issuer) Common (Title of Class of Securities) 39874R101 (CUSIP Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Grocery Outlet Holding Corp (Name of Issuer) Common (Title of Class of Securities) 39874R101 (CUSIP Number) 1/31/2021 (Date of Event Which

SC 13G

us39874r1014020221.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) GROCERY OUTLET HOLDING CORP - (Name of Issuer) Common Stock - (Title of Class of Securities) 39874R101 - (CUSIP Number) December 31, 2020 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): January 18, 2021 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 26, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38950 Groce

Grocery Outlet Holding Corp. Directors Deferral Plan

Exhibit 10.1 GROCERY OUTLET HOLDING CORP. DIRECTORS DEFERRAL PLAN 1.Purpose. The purpose of the Grocery Outlet Holding Corp. Directors Deferral Plan (the ?Plan?) is to attract and retain the services of experienced individuals to serve on the Board by providing them with opportunities to defer income taxes on certain compensation. 2.Definitions. Unless otherwise defined in the Plan, capitalized te

Grocery Outlet Holding Corp. Executive Severance Plan

Exhibit 10.2 GROCERY OUTLET HOLDING CORP. EXECUTIVE SEVERANCE PLAN Plan Document/Summary Plan Description Grocery Outlet Holding Corp. (the ?Company?) has adopted the Grocery Outlet Holding Corp. Executive Severance Plan (the ?Plan?) for the benefit of certain employees of the Company and its subsidiaries (hereinafter referred to as the ?Company Group?), on the terms and conditions hereinafter sta

Grocery Outlet Holding Corp. Announces Third Quarter Fiscal 2020 Financial Results Net sales increased 17.1% to $764.1 million Comparable store sales increased 9.1% Net income increased 225.2% to $40.5 million Adjusted net income(1) increased 141.8%

Exhibit 99.1 Grocery Outlet Holding Corp. Announces Third Quarter Fiscal 2020 Financial Results Net sales increased 17.1% to $764.1 million Comparable store sales increased 9.1% Net income increased 225.2% to $40.5 million Adjusted net income(1) increased 141.8% to $49.9 million Adjusted EBITDA(1) increased 25.1% to $55.3 million Emeryville, CA ? November 10, 2020 ? Grocery Outlet Holding Corp. (N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): November 10, 2020 Grocery Outlet Hol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): November 10, 2020 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commis

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): September 2, 2020 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commis

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 27, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38950 Grocery Ou

Grocery Outlet Holding Corp. Announces Second Quarter Fiscal 2020 Financial Results Net sales increased 24.5% to $803.4 million Comparable store sales increased 16.7% Net income increased by $40.0 million to $29.3 million Adjusted net income ( 1) inc

Exhibit 99.1 Grocery Outlet Holding Corp. Announces Second Quarter Fiscal 2020 Financial Results Net sales increased 24.5% to $803.4 million Comparable store sales increased 16.7% Net income increased by $40.0 million to $29.3 million Adjusted net income ( 1) increased 189.2% to $41.8 million Adjusted EBITDA (1) increased 34.7% to $60.6 million Emeryville, CA – August 10, 2020 – Grocery Outlet Hol

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): August 10, 2020 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commissi

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2020 Grocery Outlet Holdings Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commiss

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date earliest event reported): May 27, 2020 Grocery Outlet Holding Corp. (Exact name of registrant as specified in its charter) Delaware 001-38950 47-1874201 (State or other jurisdiction of incorporation) (Commission

5650 Hollis Street

EX-99.1 Exhibit 99.1 5650 Hollis Street | Emeryville, CA | 94608 Office: 510.845.1999 Grocery Outlet Holding Corp. Announces Common Stock Distribution by Hellman & Friedman to Complete Exit Emeryville, CA – May 27, 2020 – Grocery Outlet Holding Corp. (NASDAQ: GO) (the “Company”) today announced that the stockholder affiliated with Hellman & Friedman LLC (“Hellman & Friedman”), the Company’s privat

- DEFA14A

DEFA14A 1 d930889ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule