What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2024-05-08 compared with 2023-11-08 · 27 added, 22 removed, 35 unchanged (58% of the section changed)

1 unchanged sentence

Rule 10b5-1 Trading Plans - Directors and Section 16 Officers

The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted by our directors and Officers (as such term is defined under Section 16 of the Exchange Act) during the 13 weeks ended September 30, 2023, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act, each referred to as Rule 10b5-1 trading plan.

Name and Position Date of Adoption of Rule 10b5-1 Trading Plan Scheduled Expiration of Rule 10b5-1 Trading Plan (1)

The following table describes contracts, instructions or written plans for the sale or purchase of our securities adopted or terminated by our directors and Officers (as such term is defined under Section 16 of the Exchange Act) during the 13 weeks ended March 30, 2024, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act, referred to as Rule 10b5-1 trading plan:

Name and Position Date of Adoption of Rule 10b5-1 Trading Plan Date of Termination of Rule 10b5-1 Trading Plan Scheduled Expiration of Rule 10b5-1 Trading Plan (1)

Aggregate Number of Securities to be Purchased or Sold

3 unchanged sentences

EVP, Chief Purchasing Officer

8/28/2023 8/16/2024 Up to 144,666 shares of our common stock (which includes 32,017 shares upon the exercise of stock options) (2)

Herman Separate Property Trust (3)

8/30/2023 12/31/2024 Up to 17,000 shares of our common stock

8/28/2023 3/18/2024 8/16/2024 Up to 144,666 shares of our common stock (which included 32,017 shares upon the exercise of stock options) (2)

President and Chief Executive Officer;

3/4/2024 Not applicable 11/25/2024 (3)

Up to 10,389 shares of our common stock upon the exercise of stock options (3)

_______________________

(1) A trading plan may also expire on such earlier date as all transactions under the trading plan are completed.

(2) The stock options included in Messrs.

Lindberg and Wilson's 10b5-1 plans have expiration dates of October 21, 2024 and November 25, 2024, respectively.

(3) Thomas F.

Herman, a member of our Board of Directors, is a trustee of the Thomas F.

Herman Separate Property Trust.

During the 13 weeks ended September 30, 2023, none of our directors and Officers (i) adopted a contract, instruction or written plan for the purchase or sale of our securities in any "non-Rule 10b5-1 trading arrangement" or (ii) terminated a contract, instruction or written plan for the purchase or sale of our securities that was a Rule 10b5-1 trading plan or any "non-Rule 10b5-1 trading arrangement."

(2) The stock options included in Mr.

Lindberg and Mr.

Wilson's 10b5-1 plans had expiration dates of October 21, 2024 and November 25, 2024, respectively.

(3) The stock options included in Mr.

Sheedy's 10b5-1 plan have an expiration date of November 25, 2024.

Due to the expiration of the stock options on such date, that is the effective termination date of the plan.

During the 13 weeks ended March 30, 2024, none of our directors and Officers (i) adopted a contract, instruction or written plan for the purchase or sale of our securities in any "non-Rule 10b5-1 trading arrangement" or (ii) terminated a contract, instruction or written plan for the purchase or sale of our securities in any "non-Rule 10b5-1 trading arrangement."

Incorporated by Reference

Exhibit Form File

2.1#* Stock Purchase Agreement, dated February 14, 2024, by and among Grocery Outlet Inc., BBGO Acquisition, Inc.

the sellers party thereto, and Southvest Fund VII, L.P.

3.1 Restated Certificate of Incorporation of Grocery Outlet Holding Corp.

2 unchanged sentences

8-K 001-38950 4/8/2022 3.1

10.1†* Grocery Outlet Inc.

2019 Annual Incentive Plan (Amended and Restated Effective August 24, 2023)

10.1†* 2024 Form of Performance Stock Unit Grant and Agreement (Grocery Outlet Holding Corp.

2019 Stock Incentive Plan)

10.2† Consulting Agreement, dated February 29, 2024, by and between Charles C.

Bracher and Grocery Outlet Inc.

8-K 001-38950 3/1/2024 10.1

31.1* Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer and Principal Accounting Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer pursuant to 18 U.S.C.

Certification of Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

7 unchanged sentences

____________________________________

# Schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish any omitted schedules or exhibits upon the request of the SEC.

† Management contract or compensatory plan or arrangement.

5 unchanged sentences

Grocery Outlet Holding Corp.

November 8, 2023 By:

/s/ Charles C.

Chief Financial Officer

(Principal Financial Officer)

November 8, 2023 By:

May 8, 2024 By:

/s/ Lindsay E.

Senior Vice President, Accounting

(Principal Accounting Officer)

Interim Chief Financial Officer and Senior Vice President, Accounting

(Principal Financial Officer and Principal Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information