Sec Form 4 Filing - Potter Jason J. N. @ Grocery Outlet Holding Corp. - 2025-02-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Potter Jason J. N. 2. Issuer Name and Ticker or Trading Symbol Grocery Outlet Holding Corp. [ GO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O GROCERY OUTLET HOLDING CORP., 5650 HOLLIS STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2025 (Street) EMERYVILLE, CA94608 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/28/2025 A 168,492 ( 1 ) A $ 0 168,492 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options (Right to Buy) $ 11.87 02/28/2025 A 250,000 ( 2 ) 02/28/2035 Common Stock 250,000 $ 0 250,000 D Stock Options (Right to Buy) $ 11.87 02/28/2025 A 371,025 ( 3 ) 02/28/2035 Common Stock 371,025 $ 0 371,025 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Potter Jason J. N. C/O GROCERY OUTLET HOLDING CORP. 5650 HOLLIS STREET EMERYVILLE, CA94608 X President and CEO Signatures /s/ Lauri Fischer, Lauri Fischer, attorney-in-fact 03/04/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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