Form 4: Grocery Outlet Exec Acquires Equity Awards

Grocery Outlet's EVP, Chief Store Operations Officer, Frank Michael Kerr, received grants of 11,969 restricted stock units and 18,535 stock options.

Summary

• Frank Michael Kerr, EVP, Chief Store Operations Officer of Grocery Outlet Holding Corp. (GO), acquired 11,969 shares of Common Stock in the form of Restricted Stock Units (RSUs) on September 15, 2025.
• Each RSU entitles the reporting person to receive one share of Common Stock, with a grant price of $16.71 per share.
• The RSUs will vest in three equal installments on August 20 of 2026, 2027, and 2028, contingent on continued service.
• Kerr also acquired 18,535 stock options on September 15, 2025, with an exercise price of $16.71 per share.
• These stock options will vest in three equal installments on September 15 of 2026, 2027, and 2028, also subject to continued service.
• The filing also notes eligibility for up to an additional 9,018 unvested performance stock units (PSUs) at target achievement, or up to 18,036 PSUs at maximum achievement, which vest upon specific performance-based conditions.

Sentiment

Score: 6

Explanation: The filing indicates routine equity compensation for a key executive, which is generally viewed positively as it aligns management's interests with shareholders and promotes long-term retention.

Positives

• The grants increase the reporting person's beneficial ownership, aligning management's interests with those of shareholders.
• Equity compensation is a standard practice for executive incentives, promoting long-term commitment and performance.

Risks

• Vesting of the 11,969 RSUs and 18,535 stock options is subject to the reporting person's continued service through the specified vesting dates.
• The potential vesting of up to 18,036 Performance Stock Units (PSUs) is contingent upon the achievement of certain performance-based conditions, which may or may not be met.

Future Outlook

The equity grants, with vesting schedules extending through 2028, indicate a long-term incentive structure designed to retain key executives and align their performance with the company's future success.

Industry Context

The granting of restricted stock units and stock options to key executives is a common practice across publicly traded companies, particularly in the retail and grocery sectors, to incentivize long-term performance and align management interests with shareholder value creation.

Stakeholder Impact

• Shareholders: Benefit from increased alignment of executive incentives with company performance and long-term value creation.
• Employees (specifically the reporting person): Receive long-term equity compensation, incentivizing continued service and performance.

Next Steps

• Vesting of 11,969 Restricted Stock Units in three equal installments on August 20 of 2026, 2027, and 2028.
• Vesting of 18,535 Stock Options in three equal installments on September 15 of 2026, 2027, and 2028.
• Potential vesting of up to 18,036 Performance Stock Units upon the achievement of specified performance-based conditions.

Key Dates

Keywords

Grocery Outlet, GO, SEC Form 4, Insider Transaction, Restricted Stock Units, Stock Options, Executive Compensation, Equity Grant, Frank Michael Kerr