J. Potter Jason - Feb 28, 2025 Form 4 Insider Report for Grocery Outlet Holding Corp. (GO)

Role: President and CEO, Director
Signature: /s/ Lauri Fischer, Lauri Fischer, attorney-in-fact
Stock symbol: GO
Transactions as of: Feb 28, 2025
Transactions value $: $0
Form type: 4
Date filed: 3/4/2025, 07:22 PM
Previous filing: Feb 11, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GO	Common Stock	Award	$0	+168K		$0.00	168K	Feb 28, 2025	Direct	F1

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

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GO	Stock Options (Right to Buy)	Award	$0	+250K		$0.00	250K	Feb 28, 2025	Common Stock	250K	$11.87	Direct	F2
transaction	GO	Stock Options (Right to Buy)	Award	$0	+371K		$0.00	371K	Feb 28, 2025	Common Stock	371K	$11.87	Direct	F3

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

Explanation of Responses:

Id	Content
F1	Represents 168,492 restricted stock units ("RSUs") granted to the reporting person that will entitle the reporting person to receive one share of the Issuer's Common Stock per RSU. The RSUs will vest, and the underlying shares will be concurrently issued in one tranche on March 1, 2026.
F2	Represents stock options granted on February 28, 2025. One-third of the options vest on the third anniversary of the grant date, subject to the reporting person's continued service through such vesting date. The remaining two-thirds of the options are subject to achievement of stock price targets prior to the third anniversary of the grant date, with one-third vesting upon achievement of a stock price equal to 125% of the exercise price and an additional one-third vesting upon achievement of a stock price equal to 150% of the exercise price; provided, however, that such vested options shall not become exercisable until the third anniversary of the grant date, subject to continued employment.
F3	Represents 371,025 stock options granted on February 28, 2025, which vest in three equal installments on March 1 of each of 2026, 2027 and 2028, subject to the reporting person's completion of each 12 month period of service through such vesting dates. Does not include up to an additional 176,917 unvested PSUs at target achievement (or up to an additional 353,834 unvested PSUs at maximum achievement) which are eligible to vest upon the achievement of certain performance-based vesting conditions.