Form 4: Grocery Outlet Director Receives Annual Equity Grant of Restricted Stock Units

Grocery Outlet Holding Corp. Director Carey F. Jaros was granted 10,692 restricted stock units as part of the company's non-employee director compensation policy.

Summary

• On June 3, 2025, Carey F. Jaros, a Director of Grocery Outlet Holding Corp. (GO), acquired 10,692 shares of common stock in the form of restricted stock units (RSUs).
• The RSUs were granted at a price of $0, as they represent an equity award rather than a purchase.
• Following this transaction, Ms. Jaros beneficially owns a total of 36,066 shares of common stock.
• These 10,692 RSUs 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. Jaros's continued service as a director through the vesting date.
• The grant represents the annual equity retainer provided under the Issuer's non-employee director compensation policy.

Sentiment

Score: 6

Explanation: The document reports a routine equity grant to a director, which is a positive for aligning interests but does not indicate significant new financial performance or strategic shifts. It's an expected operational event.

Positives

• The grant of restricted stock units to a director aligns their interests with those of the shareholders, as the value of the compensation is tied to the company's stock performance.
• This transaction is part of a standard, pre-established non-employee director compensation policy, indicating a structured approach to governance and executive incentives.

Future Outlook

The granted restricted stock units 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, subject to the director's continued service.

Management Comments

• The 10,692 restricted stock units represent the annual equity retainer under the Issuer's non-employee director compensation policy.

Industry Context

The granting of restricted stock units to non-employee directors is a common practice across various industries, including retail and grocery, to attract and retain qualified board members and align their long-term interests with those of the company's shareholders.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) as part of non-employee director compensation is a widely adopted practice, comparable to compensation structures seen in companies like Kroger (KR) or Sprouts Farmers Market (SFM), which also utilize equity awards to incentivize their board members.
• The vesting schedule, tied to either the next annual meeting or a specific future date, is a standard mechanism to ensure continued service and long-term commitment from directors, consistent with corporate governance best practices in the retail sector.

Stakeholder Impact

• Shareholders: The grant aligns the director's financial interests with shareholder value creation, as the value of the RSUs is tied to the company's stock performance.

Next Steps

• The restricted stock units will vest on the earlier of the next annual meeting of stockholders following the grant date or June 2, 2026, provided the director continues their service.

Key Dates

Keywords

Grocery Outlet Holding Corp., GO, Restricted Stock Units, RSU, Director Compensation, Equity Grant, Insider Transaction, Form 4, Beneficial Ownership