Form 4: Grocery Outlet Executive Receives Equity Grants

Grocery Outlet Holding Corp.'s EVP, Chief Merchandising & Purchasing Officer, Matthew Patrick Delly, was granted 43,494 restricted stock units and 65,241 performance stock units.

Summary

• Matthew Patrick Delly, EVP, Chief Merchandising & Purchasing Officer of Grocery Outlet Holding Corp. (GO), was granted 43,494 restricted stock units (RSUs) on March 12, 2026.
• Each RSU entitles the reporting person to receive one share of the Issuer's Common Stock.
• The RSUs will vest in three equal installments on March 1 of 2027, 2028, and 2029, contingent on the reporting person's continued service through each 12-month period.
• An additional 65,241 performance-based RSUs (PSUs) were granted on March 12, 2026.
• Each PSU represents a right to receive one share of the Issuer's common stock upon vesting.
• PSUs are earned based on the achievement of specified share price goals over a three-year performance period concluding at the end of the Issuer's fiscal year 2028.
• The reporting person has the potential to earn between 0% and 200% of the reported PSU amount, depending on performance achievement.
• PSUs will vest following certification of achievement by the Compensation Committee of the Board of Directors after the performance period, subject to continued employment or service.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive development, reflecting standard executive compensation practices designed to align management incentives with shareholder value creation and ensure executive retention.

Positives

• The equity grants align the executive's financial interests with those of shareholders, incentivizing long-term company performance.
• The performance-based nature of the PSUs directly links executive compensation to the achievement of specific share price goals, promoting value creation.
• The multi-year vesting schedule for both RSUs and PSUs serves as a retention mechanism for key management personnel.

Risks

• Failure to achieve the specified share price goals for the PSUs could result in the executive earning less than the target amount, potentially impacting motivation.
• Future issuance of shares upon vesting of RSUs and PSUs could lead to minor dilution for existing shareholders, although this is a standard aspect of equity compensation plans.

Future Outlook

The grant of performance stock units indicates a forward-looking incentive structure tied to the achievement of specific share price goals over a three-year performance period ending in fiscal year 2028, suggesting management's focus on future stock performance.

Industry Context

StockSavvy.ai notes that the granting of restricted stock units and performance stock units to key executives is a common and widely accepted practice across the retail industry and broader corporate landscape. This strategy is employed to attract, retain, and motivate top talent by aligning their long-term financial incentives with the company's performance and shareholder value creation.

Comparison to Industry Standards

• The structure of these equity grants, including both time-based RSUs and performance-based PSUs, is consistent with executive compensation practices observed in comparable retail companies such as Dollar General, Five Below, and Sprouts Farmers Market, which also utilize a mix of equity incentives to drive executive performance and retention.
• The 0-200% earning potential for PSUs based on share price goals is a standard mechanism to provide significant upside for exceptional performance while mitigating risk for the company in case of underperformance, mirroring similar structures at companies like Target and Walmart for their senior leadership.

Corporate Governance

Related Party Transactions

• The grant of restricted stock units and performance stock units to Matthew Patrick Delly, an executive officer, constitutes a related party transaction as it involves compensation provided by the company to a key management personnel.

Stakeholder Impact

• Shareholders: Potential positive impact if the equity incentives lead to improved company performance and increased share price.
• Employees (Executive): Direct positive impact through increased potential for equity ownership and long-term compensation.

Next Steps

• The RSUs will vest in three equal installments on March 1 of 2027, 2028, and 2029, subject to continued service.
• The PSUs will be earned based on the achievement of specified share price goals during a three-year performance period ending at the close of fiscal year 2028.
• Vesting of PSUs will occur upon certification of performance achievement by the Compensation Committee following the end of the performance period.

Key Dates

Keywords

Grocery Outlet, GO, Form 4, Insider Transaction, Restricted Stock Units, Performance Stock Units, Equity Compensation, Executive Compensation, Matthew Patrick Delly