Form 4: Grocery Outlet Executive Acquires Shares and Options in Recent Transaction

Luke D. Thompson, EVP, GC and Secretary of Grocery Outlet Holding Corp., reports acquisition of shares and stock options.

Summary

• On February 28, 2025, Luke D. Thompson, EVP, GC and Secretary of Grocery Outlet Holding Corp., acquired 3,608 shares of common stock at $0, bringing his total direct holdings to 35,914 shares.
• These shares were acquired upon certification by the Issuer's Compensation Committee that certain performance-based vesting conditions had been satisfied with respect to performance stock units (PSUs) granted on July 26, 2022.
• Thompson also acquired 76,410 stock options with an exercise price of $11.87, vesting in three equal installments on March 1 of 2026, 2027, and 2028, contingent upon continued service.
• The granted options expire on February 28, 2035.
• Additionally, Thompson is eligible for up to 36,435 unvested PSUs at target achievement (or up to 72,870 at maximum achievement) based on performance-based vesting conditions.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The vesting of PSUs suggests the company is meeting performance goals, and the granting of stock options aligns the executive's interests with shareholders.

Positives

• The vesting of performance stock units indicates that performance goals were met, which is a positive signal.
• The acquisition of stock options demonstrates the executive's belief in the company's future performance.

Future Outlook

The document indicates future vesting dates for stock options and performance stock units, contingent on continued service and achievement of performance goals.

Industry Context

This filing is a routine disclosure of insider transactions, which are common in publicly traded companies. It provides transparency into executive compensation and ownership.

Comparison to Industry Standards

• Executive compensation packages including stock options and PSUs are standard practice among publicly traded companies like Grocery Outlet.
• Companies such as Kroger, Albertsons, and Sprouts Farmers Market also utilize similar compensation structures to incentivize and retain key executives.
• The vesting schedules and performance metrics associated with these grants are typically aligned with long-term shareholder value creation.

Stakeholder Impact

• Shareholders may view the vesting of PSUs as a positive sign of company performance.
• Employees may be motivated by the potential for similar performance-based compensation.

Key Dates