Item 5. Other Information
Item 5. Other Information.
Rule 10b5-1 Trading Plans and Arrangements - Directors and Section 16 Officers
During the 13 weeks ended March 29, 2025, none of the Company's directors or Section 16 officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act, referred to as Rule 10b5-1 trading plans, or any "non-Rule 10b5-1 trading arrangement" (as defined in Item 408(c) of SEC Regulation S-K).
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Item 6. Exhibits.
Incorporated by Reference
Exhibit No. Exhibit Form File
No. Filing
Date Exhibit
No.
3.1 Restated Certificate of Incorporation of Grocery Outlet Holding Corp.
8-K 001-38950 6/10/2022 3.1
3.2 Amended and Restated Bylaws of Grocery Outlet Holding Corp.
8-K 001-38950 4/8/2022 3.1
10.1†
Employment Agreement, effective February 3, 2025 by and among Jason Potter, Grocery Outlet Holding Corp. and Grocery Outlet Inc.
8-K
001-38950
1/22/2025
10.1
10.2†*
Performance and Time Vesting Stock Option Grant Notice and Agreement for Jason Potter dated February 28, 2025 (Grocery Outlet Holding Corp. 2019 Incentive Plan)
10.3†* Time Vesting Restricted Stock Unit Grant Notice and Agreement for Jason Potter dated February 28, 2025 (Grocery Outlet Holding Corp. 2019 Incentive Plan)
10.4†*
Form of Time Vesting Stock Option Grant Notice and Agreement for Jason Potter (Grocery Outlet Holding Corp. 2019 Incentive Plan) (effective February 28, 2025)
10.5†*
Form of Time Vesting Stock Option Grant Notice and Agreement (Grocery Outlet Holding Corp. 2019 Incentive Plan) (effective February 28, 2025)
10.6†*
Description of cash compensation awarded to Eric J. Lindberg, Jr. for Interim CEO transition services
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
31.2*
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
32.1**
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
32.2**
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
101.INS*
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Extension Definition Linkbase Document
101.LAB*
Inline XBRL Extension Label Linkbase Document
101.PRE*
Inline XBRL Extension Presentation Linkbase Document
104*
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document and included as Exhibit 101.
____________________________________
† Management contract or compensatory plan or arrangement.
* Filed herewith.
**
Furnished herewith. The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Grocery Outlet Holding Corp. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Grocery Outlet Holding Corp.
Date: May 7, 2025 By: /s/ Christopher M. Miller
Christopher M. Miller
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
Date: May 7, 2025 By: /s/ Lindsay E. Gray
Lindsay E. Gray
Senior Vice President, Accounting
(Principal Accounting Officer)
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