Form 4: Grocery Outlet Director Erik Ragatz Receives Annual Equity Retainer in Deferred Stock Units

Grocery Outlet Holding Corp. Director Erik D. Ragatz was granted 10,692 deferred stock units as part of his annual equity retainer, vesting by June 2, 2026.

Summary

• Erik D. Ragatz, a Director of Grocery Outlet Holding Corp. (GO), received a grant of 10,692 deferred stock units (DSUs) on June 3, 2025.
• These DSUs represent the annual equity retainer under the Issuer's non-employee director compensation policy.
• The DSUs are scheduled to vest on the earlier of the date of the next annual meeting of stockholders following the grant date or June 2, 2026.
• Upon vesting, the DSUs will be settled in shares of Common Stock upon Mr. Ragatz's termination of service from the board of directors.
• Following this transaction, Mr. Ragatz directly beneficially owns 48,481 shares of Common Stock.
• Additionally, he indirectly beneficially owns 539,785 shares through a controlled limited partnership, 5,200 shares through his spouse, 38,000 shares through a 401k plan, 201,500 shares through the Ragatz Revocable Trust, and 19,000 shares through a controlled limited liability company.

Sentiment

Score: 7

Explanation: The filing indicates a routine, positive event of director compensation, aligning interests with shareholders. No negative or unexpected elements are present.

Positives

• The grant of deferred stock units aligns the director's interests with long-term shareholder value.
• The transaction is part of a standard non-employee director compensation policy, indicating routine corporate governance.

Risks

• The vesting of the deferred stock units is subject to the continued service of the reporting person through the vesting date.

Future Outlook

The deferred stock units are scheduled to vest on the earlier of the next annual meeting of stockholders following the grant date or June 2, 2026, subject to continued service. Settlement in shares will occur upon termination of service from the board.

Industry Context

This filing is a routine disclosure of director compensation, common across publicly traded companies. It reflects standard practices for aligning director incentives with shareholder interests through equity grants.

Comparison to Industry Standards

• The grant of deferred stock units as part of non-employee director compensation is a common practice in the retail and consumer staples industries, similar to companies like Sprouts Farmers Market (SFM) or The Kroger Co. (KR), which often use equity awards to compensate their independent directors.
• The specific number of units (10,692) and the vesting schedule (earlier of next annual meeting or fixed date) are typical for annual director retainers, though the exact value would depend on the company's stock price at the time of grant and the overall compensation philosophy.

Corporate Governance

Stakeholder Impact

• Shareholders: The grant of DSUs to a director aligns the director's long-term interests with those of the shareholders, potentially fostering more shareholder-centric decision-making.

Next Steps

• Vesting of the 10,692 deferred stock units on the earlier of the next annual meeting of stockholders or June 2, 2026.
• Settlement of vested DSUs into Common Stock upon Erik D. Ragatz's termination of service from the board.

Key Dates

Recommendation

Keywords

Grocery Outlet Holding Corp., GO, SEC Form 4, Insider Trading, Beneficial Ownership, Deferred Stock Units, Director Compensation, Equity Retainer, Erik D. Ragatz