SCHEDULE 13G: FMR LLC and Abigail P. Johnson Disclose 12.2% Stake in Grocery Outlet Holding Corp.
Beneficial Ownership Disclosure
FMR LLC and Abigail P. Johnson have disclosed a 12.2% beneficial ownership stake in Grocery Outlet Holding Corp., held for ordinary business purposes.
Summary
- FMR LLC and Abigail P. Johnson have filed a Schedule 13G, reporting beneficial ownership of common stock in GROCERY OUTLET HOLDING CORP.
- The aggregate amount beneficially owned by FMR LLC and Abigail P. Johnson is 11,960,009 shares.
- This ownership represents 12.2% of the total outstanding common stock of Grocery Outlet Holding Corp.
- FMR LLC holds sole voting power over 11,955,566 shares and sole dispositive power over 11,960,009 shares.
- Abigail P. Johnson holds sole dispositive power over 11,960,009 shares.
- The securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing the control of the issuer.
- FMR LLC is classified as a parent holding company, and Abigail P. Johnson is identified as an individual.
- Abigail P. Johnson is a Director, Chairman, and Chief Executive Officer of FMR LLC, and a predominant owner of its Series B voting common shares.
Sentiment
Score: 7
Explanation: The filing is a routine disclosure of a significant passive ownership stake by a major institutional investor, which can be viewed as a vote of confidence in the issuer's business model and future prospects, without indicating any intent to influence control.
Positives
- Significant institutional investment by FMR LLC and Abigail P. Johnson, indicating confidence in Grocery Outlet Holding Corp.
- The investment is stated to be for ordinary business purposes, not for hostile takeover or control influence, suggesting a passive, long-term holding intent.
Future Outlook
The filing explicitly states that the securities were acquired and are held in the ordinary course of business and not for the purpose of or with the effect of changing or influencing the control of the issuer. No forward-looking statements regarding the issuer's business or financial performance are provided.
Management Comments
- "The securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ยงยง 240.14a-11."
Industry Context
FMR LLC is a prominent asset management firm, and its significant stake in Grocery Outlet Holding Corp. reflects an institutional investment in the grocery retail sector. This sector is generally considered defensive and stable, though competitive, and such an investment suggests a belief in the company's specific business model or market position within the industry.
Comparison to Industry Standards
- A 12.2% beneficial ownership stake by a major institutional investor like FMR LLC is a substantial position, indicating a significant allocation of capital to Grocery Outlet Holding Corp. by a sophisticated investor.
- This level of ownership is common for large asset managers who take passive stakes in publicly traded companies as part of their diversified investment portfolios.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Internal Governance Structure Clarification | The document clarifies that members of the Johnson family, including Abigail P. Johnson, are predominant owners of Series B voting common shares of FMR LLC (49% voting power) and have a shareholders' voting agreement, forming a controlling group with respect to FMR LLC under the Investment Company Act of 1940. | NA | This clarifies the internal control structure of the reporting entity (FMR LLC) but does not indicate any changes to the corporate governance of Grocery Outlet Holding Corp. |
Related Party Transactions
- The filing details the relationship between FMR LLC and Abigail P. Johnson, noting that members of the Johnson family, including Abigail P. Johnson, are predominant owners of FMR LLC's voting shares and form a controlling group, which is a related party relationship within the reporting entity.
Stakeholder Impact
- Shareholders: The disclosure of a significant passive stake by a major institutional investor like FMR LLC may be perceived positively, potentially signaling confidence in the company's long-term prospects.
- Management: The filing explicitly states the stake is held for ordinary business purposes and not to influence control, suggesting no immediate impact on the current management or strategic direction of Grocery Outlet Holding Corp.
Key Dates
| Date | Description |
|---|---|
| January 3, 2023 | Effective date of Power of Attorney for FMR LLC |
| January 26, 2023 | Effective date of Power of Attorney for Abigail P. Johnson |
| 05/30/2025 | Date of event which requires filing of this statement |
| 06/05/2025 | Date of filing of this statement |
Keywords
Grocery Outlet Holding Corp, FMR LLC, Abigail P. Johnson, Schedule 13G, beneficial ownership, common stock, institutional investor, retail, grocery
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