Form 4: Grocery Outlet Director Mary Kay Haben Receives Annual Equity Grant of Deferred Stock Units

Grocery Outlet Holding Corp. Director Mary Kay Haben was granted 10,692 deferred stock units as part of her annual equity retainer, increasing her total beneficial ownership to 33,367 shares.

Summary

• On June 3, 2025, Mary Kay Haben, a Director of Grocery Outlet Holding Corp. (GO), acquired 10,692 deferred stock units (DSUs).
• These DSUs were granted as part of the Issuer's non-employee director compensation policy, representing the annual equity retainer.
• 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.
• Vesting is contingent upon Ms. Haben's continued service through the vesting date.
• Upon vesting, the DSUs will be settled in shares of Common Stock when Ms. Haben terminates her service from the board of directors.
• Following this transaction, Mary Kay Haben beneficially owns a total of 33,367 shares of Common Stock.
• The acquisition price for these DSUs was reported as $0, as they represent a grant of compensation.

Sentiment

Score: 7

Explanation: The document reports a routine equity grant to a director, which is a positive for aligning interests but is a standard, expected event, thus leading to a neutral-to-slightly positive sentiment score.

Positives

• The grant of deferred stock units to Director Mary Kay Haben aligns her interests with those of the shareholders, as her compensation is tied to the company's long-term performance.
• This transaction is part of a standard non-employee director compensation policy, indicating a structured approach to governance and executive incentives.

Future Outlook

The deferred stock units granted to Director Mary Kay Haben are scheduled to vest on the earlier of the next annual meeting of stockholders or June 2, 2026, subject to her continued service. Upon vesting, these units will be settled in common stock upon her termination of service from the board.

Industry Context

The granting of deferred stock units to non-employee directors is a common practice across various industries, including retail and grocery, as a form of equity compensation designed to align the interests of directors with long-term shareholder value.

Comparison to Industry Standards

• The practice of granting deferred stock units (DSUs) as part of non-employee director compensation is a widely adopted standard across publicly traded companies, including those in the retail and grocery sectors.
• This method of compensation helps to align the interests of the board members with the long-term performance of the company, similar to practices observed at companies like Kroger (KR), Albertsons (ACI), or Walmart (WMT), which also utilize equity-based incentives for their non-executive directors.
• The vesting schedule tied to continued service and settlement upon board termination is a typical structure for such grants, ensuring commitment and long-term perspective from directors.

Stakeholder Impact

• Shareholders: The equity grant aligns the director's financial interests with the long-term performance of the company, potentially leading to more shareholder-centric decision-making.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• 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.
• Settlement of the vested DSUs into shares of Common Stock will occur upon Mary Kay Haben's termination of service from the board of directors.

Key Dates

Keywords

Grocery Outlet Holding Corp., GO, SEC Form 4, insider transaction, deferred stock units, DSU, director compensation, equity grant, beneficial ownership