Form 4: Grocery Outlet Director Michael Kobayashi Receives Equity Compensation

Grocery Outlet Holding Corp. Director Michael K. Kobayashi was granted 11,839 restricted stock units valued at $12.67 per share as part of his annual equity retainer.

Summary

• Michael K. Kobayashi, a Director of Grocery Outlet Holding Corp. (GO), acquired 11,839 shares of common stock.
• The transaction occurred on June 26, 2025, at a price of $12.67 per share.
• These shares represent restricted stock units (RSUs) granted as part of the Issuer's non-employee director compensation policy.
• The RSUs are scheduled to vest on the earlier of the next annual meeting of stockholders following the grant date or June 2, 2026, contingent upon Mr. Kobayashi's continued service.
• The total value of the acquired RSUs at the grant price is approximately $149,969.93 (11,839 shares * $12.67/share).

Sentiment

Score: 6

Explanation: Slightly positive as it aligns director interests with shareholders, but it's a routine compensation event rather than a significant operational or financial announcement.

Positives

• The grant of restricted stock units to Director Michael K. Kobayashi aligns his interests with those of the shareholders, as the value of his compensation is tied to the company's stock performance.
• This transaction reflects a standard practice of providing equity compensation to non-employee directors, reinforcing commitment to the company's long-term success.

Negatives

• No specific negative aspects are identified in this routine compensation filing.

Risks

• The vesting of the restricted stock units is subject to the continued service of Michael K. Kobayashi through the vesting date, meaning the compensation is contingent on his ongoing role as a director.

Future Outlook

The restricted stock units granted to Director Michael K. Kobayashi are scheduled to vest on the earlier of the next annual meeting of stockholders following the grant date or June 2, 2026, contingent on his continued service.

Industry Context

This transaction is a standard practice in corporate governance, where non-employee directors receive equity compensation to align their financial interests with the long-term performance of the company and its shareholders. It reflects a common approach to director remuneration across various industries.

Comparison to Industry Standards

• The grant of restricted stock units (RSUs) as part of non-employee director compensation is a widely adopted practice across U.S. publicly traded companies, including those in the retail and grocery sectors.
• Companies like Kroger (KR), Albertsons (ACI), and Sprouts Farmers Market (SFM) also utilize equity-based compensation, such as RSUs or stock options, for their independent directors to foster alignment with shareholder interests and encourage long-term commitment.
• The specific value and vesting schedule are typically determined by the company's compensation committee based on market benchmarks for director compensation, though specific comparable values are not detailed in this filing.

Corporate Governance

Related Party Transactions

• The acquisition of 11,839 restricted stock units by Director Michael K. Kobayashi constitutes a related party transaction, as it involves compensation provided by the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: The equity grant aligns the director's financial incentives with shareholder interests, potentially encouraging decisions that enhance long-term stock value.
• Employees: No direct impact on employees is indicated by this director compensation filing.

Next Steps

• Vesting of the 11,839 restricted stock units on the earlier of the next annual meeting of stockholders following the grant date or June 2, 2026.

Key Dates

Keywords

Grocery Outlet Holding Corp., GO, Michael K. Kobayashi, Director Compensation, Restricted Stock Units, RSUs, SEC Form 4, Insider Transaction, Equity Grant, Corporate Governance