Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information for Common Stock
The principal market on which our common stock is traded is the Nasdaq Global Select Market under the symbol "GO."
Stockholders
Equiniti Trust Company, LLC is the transfer agent and registrar for our common stock. As of February 20, 2025, there were 9 stockholders of record of our common stock. A substantially greater number of stockholders are "street name" or beneficial holders, whose shares are held of record by banks, brokers and other financial institutions.
Dividend Policy
We currently do not expect to declare any dividends on our common stock in the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used to provide working capital, to support our operations, to finance our share repurchases and the growth and development of our business and to reduce our net debt. Any determination to declare dividends in the future will be at the discretion of our Board, subject to applicable laws, and will be dependent on a number of factors, including our earnings, capital requirements and overall financial condition. In addition, because we are a holding company, our ability to pay dividends on our common stock may be limited by restrictions on our ability to obtain sufficient funds through dividends from our subsidiaries. Further, our ability to pay dividends on our common stock is subject to restrictions under our 2023 Credit Agreement, and may be further restricted by the terms of any future debt or preferred securities. See NOTE 6— Long-term Debt to our Consolidated Financial Statements for additional information about our 2023 Credit Agreement.
Stock Performance Graph
The following graph shows a comparison of cumulative total return (equal to stock appreciation plus dividends) from December 28, 2019 through December 28, 2024 for:
• Grocery Outlet Holding Corp.
• Nasdaq Global Market Composite Index
• Nasdaq US Benchmark Retailers Index
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12/28/2019 1/2/2021 1/1/2022 12/31/2022 12/30/2023 12/28/2024
Grocery Outlet Holding Corp.
$ 100.00 $ 117.27 $ 84.49 $ 87.21 $ 80.55 $ 46.22
Nasdaq Global Market Composite Index
$ 100.00 $ 147.68 $ 109.53 $ 51.96 $ 50.89 $ 51.65
Nasdaq US Benchmark Retailers Index $ 100.00 $ 147.65 $ 172.04 $ 118.60 $ 136.50 $ 156.59
We are required to provide a line-graph presentation comparing cumulative stockholder returns on an indexed basis with a broad equity market index and either a published industry index or an index of peer companies selected by us. We have selected the Nasdaq Global Market Composite Index for the broad equity market index and the Nasdaq US Benchmark Retailers Index as the published industry index.
Notes:
• Assumes initial investment of $100.00 at our closing stock price on December 28, 2019. Total return includes reinvestment of dividends.
• If the accounting period end date ends on a day that is not a trading day, the preceding trading day is used.
• The information included under the heading "Stock Performance Graph" in Item 5 of this Form 10-K is "furnished" and not "filed" and shall not be deemed to be "soliciting material" or subject to Regulation 14A, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the limitations of that section, and shall not be deemed incorporated by reference into any of our filings under the Securities Act or the Exchange Act, whether made before or after the date of this report and irrespective of any general incorporation by reference language in any such filing.
• The stock price performance shown in the graph is not necessarily indicative of future price performance.
Unregistered Sales of Equity Securities
None.
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Issuer Purchases of Equity Securities
The following table sets forth information on our share repurchase program activity during the fourth quarter of fiscal 2024 (amounts in thousands, except share and per share data):
Period Total Number of Shares Purchased Average Price Paid Per Share (1)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2),(3)
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2),(3)
September 29, 2024—October 26, 2024 1,507,211 $ 16.62 1,507,211 $ 9,431,093
October 27, 2024—November 23, 2024 — — — $ 100,000,000
November 24, 2024—December 28, 2024 — — — $ 100,000,000
Total fourth quarter 1,507,211 $ 16.62 1,507,211
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(1) Includes commissions for the shares repurchased under a share repurchase program adopted in 2021 (the "2021 Share Repurchase Program").
(2) In November 2021, our Board approved the 2021 Share Repurchase Program. This program, effective November 5, 2021 and without an expiration date, authorized us to repurchase, from time to time and at prices the Company deems appropriate, up to $100.0 million of our outstanding common stock utilizing a variety of methods including open market purchases, accelerated share repurchase programs, privately negotiated transactions, structured repurchase transactions and repurchases under a Rule 10b5-1 plan (which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under securities laws). In addition to the Company's discretion, such repurchases were subject to, among other things, market conditions, applicable legal requirements and debt covenants. The shares purchased were made in open-market transactions pursuant to a Rule 10b5-1 plan.
(3) In November 2024, the Board approved a new share repurchase program (the "2024 Share Repurchase Program"), which replaced the 2021 Share Repurchase Program, under which $9.4 million previously remained available for repurchase. The 2024 Share Repurchase Program, effective November 1, 2024 and without an expiration date, authorizes us to repurchase up to $100.0 million of our outstanding common stock (inclusive of fees and commissions) utilizing a variety of methods including open-market purchases, accelerated equity repurchase programs, privately negotiated transactions, block trades and under a Rule 10b5-1 plan. Any repurchased shares are constructively retired and returned to an unissued status.
ITEM 6. [RESERVED]
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