What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-04 compared with 2025-02-26 · 60 added, 88 removed, 181 unchanged (45% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report.

Under the supervision and with the participation of our management including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined by Rule 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and our Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded our disclosure controls and procedures were not effective as of December 28, 2024 due to the ongoing remediation of our previously identified material weakness in our internal control over financial reporting.

A "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement in annual or interim financial statements will not be prevented or detected on a timely basis.

Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded our disclosure controls and procedures were effective at a reasonable assurance level as of January 3, 2026.

Remediation of Previously Identified Material Weakness

As disclosed in our 2024 10-K, the Company previously identified a material weakness in internal control over financial reporting related to deficiencies in the design and operating effectiveness of certain information technology general computer controls.

Management’s remediation efforts began during the fourth quarter of fiscal 2023, which included a redesign of controls, implementation of additional training for user access, program change management and IT operations controls, and hiring additional internal and external resources.

As of January 3, 2026, management concluded through continued testing that these specific controls have operated effectively for a sufficient period of time, and the material weakness was remediated.

Management's Report on Internal Control Over Financial Reporting

1 unchanged sentence

The Company's management conducted an assessment of the Company's internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013).

In connection with this assessment, the Company’s management identified deficiencies in the design and operating effectiveness of controls in its internal control over financial reporting related to certain information technology general computer controls ("ITGCs") during fiscal 2023.

The replacement of components of our enterprise resource planning system in late August 2023 led to a significant increase in the volume of transactions across user access, program change management, and IT operations for which our existing controls were not designed to address.

As a result, certain of the Company’s related business controls that are dependent upon the affected ITGCs were also deemed ineffective.

As of December 28, 2024 management’s assessment concluded that the controls required to remediate the material weakness were designed and implemented appropriately, however, certain controls have not consistently operated effectively for a sufficient period of time to conclude the material weakness was remediated.

We did not identify any material misstatements to the consolidated financial statements as of and for the year ended December 28, 2024 because of these control deficiencies.

However, the pervasive impact of these control deficiencies to the Company's internal control over financial reporting created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis.

Therefore, we concluded that the deficiencies represent a material weakness in our internal control over financial reporting and, as such, our internal control over financial reporting was not effective as of December 28, 2024.

Deloitte & Touche LLP, an independent registered public accounting firm, who audited the fiscal 2024 consolidated financial statements included in this Form 10-K, issued an adverse report on the Company’s internal control over financial reporting reflecting this material weakness as of December 28, 2024 as stated in its report which is set forth below.

Material Weakness and Remediation Plan

We have taken steps to remediate the control deficiencies contributing to the material weakness described above.

Management has redesigned certain controls and implemented additional training for user access, program change management, and information technology operations controls.

Our remediation progress has also included hiring additional internal and external resources.

The corrective controls were implemented during the fiscal year ending December 28, 2024, but need to continue operating effectively for a sufficient period of time to conclude the material weakness has been remediated.

The remediation will thereafter be completed after management has concluded through testing that these controls have operated effectively for a sufficient period of time.

Based on this assessment, the Company's management has concluded that, as of January 3, 2026, the Company's internal control over financial reporting was effective.

The Company's internal control over financial reporting as of January 3, 2026 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is set forth below.

Changes in Internal Control over Financial Reporting

On April 1, 2024, Grocery Outlet Inc., our wholly owned subsidiary, acquired BBGO Acquisition, Inc., a holding company that owns all of the outstanding capital stock of The Bargain Barn Inc., which does business as United Grocery Outlet (See NOTE 15—Business Combination to our Consolidated Financial Statements for additional information).

United Grocery Outlet's financial statements constitute less than 1% and 1% of net and total assets, respectively, 3% of revenues, and less than 1% of net income of the consolidated financial statement amounts as of and for the year ended December 28, 2024.

We are currently integrating United Grocery Outlet into our internal control framework and processes and, pursuant to the SEC's guidance that an assessment of a recently acquired business may be omitted from the scope of an assessment in the year of acquisition, the scope of our assessment of the effectiveness of our internal control over financial reporting as of December 28, 2024 did not include United Grocery Outlet.

Other than the remediation efforts and changes identified above, during the fiscal quarter ended December 28, 2024, there was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During the fiscal quarter ended January 3, 2026, there was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, other than the remediation of previously identified material weakness.

Limitations on Effectiveness of Controls

5 unchanged sentences

We have audited the internal control over financial reporting of Grocery Outlet Holding Corp.

and subsidiaries (the "Company") as of December 28, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, because of the effect of the material weakness identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 28, 2024, of the Company and our report dated February 26, 2025, expressed an unqualified opinion on those financial statements.

As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at United Grocery Outlet, which was acquired on April 1, 2024, and whose financial statements constitute less than 1% and 1% of net and total assets, respectively, 3% of revenues, and less than 1% of net income of the consolidated financial statement amounts as of and for the year ended December 28, 2024.

Accordingly, our audit did not include the internal control over financial reporting at United Grocery Outlet.

and subsidiaries (the "Company") as of January 3, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 3, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 3, 2026, of the Company and our report dated March 4, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

14 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management's assessment:

General Information Technology Controls (GITCs)

The Company identified deficiencies in the design and operating effectiveness of controls in its internal control over financial reporting related to certain information technology general computer controls ("ITGC's").

The replacement of components of the Company's enterprise resource planning system in late August 2023 led to a significant increase in the volume of transactions across user access, program change management, and IT operations for which their existing controls were not designed to address.

As a result, certain of the Company's related business controls that are dependent upon the affected ITGC's were also deemed ineffective.

The Company concluded that the pervasive impact of these control deficiencies to the Company's internal control over financial reporting created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 28, 2024, of the Company, and this report does not affect our report on such financial statements.

/s/ DELOITTE & TOUCHE LLP

San Francisco, California

February 26, 2025

March 4, 2026

OTHER INFORMATION

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

During the 13 weeks ended December 28, 2024, none of our directors or Officers (as such term is defined under Section 16 of the Exchange Act) 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 or any "non-Rule 10b5-1 trading arrangement."

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

The following table describes contracts, instructions or written plans for the sale or purchase of our securities, which are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act, referred to as Rule 10b5-1 trading plans, that were adopted by our directors or Officers (as such term is defined under Section 16 of the Exchange Act) during the 14 weeks ended January 3, 2026.

No such plans were terminated during the 14 weeks ended January 3, 2026.

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

Aggregate Number of Securities to be Purchased or Sold

Chief Human Resources Officer

11/10/2025 11/9/2026 Sale of up to 45,087 shares of our common stock

Non-Rule 10b5-1 Trading Arrangements

During the 14 weeks ended January 3, 2026, no "non-Rule 10b5-1 trading arrangements" (as defined in Item 408(c) of SEC Regulation S-K) were adopted , modified or terminated by our directors or Officers.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated herein by reference from sections entitled "Corporate Governance and Board Matters," "Executive Officers," "Proposals for Consideration at Annual Meeting – Proposal 1 – Election of Class III Directors," " Compensation Discussion and Analysis—Securities Trading Policy ," and "Additional Information" in our definitive Proxy Statement related to the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of our fiscal year ended December 28, 2024 (the "2025 Proxy Statement").

The information required by this item is incorporated herein by reference from sections entitled "Corporate Governance and Board Matters," "Executive Officers," "Proposals for Consideration at Annual Meeting – Proposal 1 – Election of Class I Directors," " Compensation Discussion and Analysis—Securities Trading Policy ," and "Additional Information" in our definitive Proxy Statement related to the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of our fiscal year ended January 3, 2026 (the "2026 Proxy Statement").

There were no material changes to the procedures by which stockholders may recommend nominees to our Board.

33 unchanged sentences

S-1/A 333-231428 5/22/2019 10.13

10.2† Amended and Restated Time Vesting Stock Option Grant Notice and Agreement (Globe Holding Corp.

2014 Stock Incentive Plan) (Eric J.

Lindberg, Jr.), dated October 21, 2014

S-1/A 333-231428 5/22/2019 10.15

10.2† Form of Performance Vesting Stock Option Grant Notice and Agreement (Globe Holding Corp.

2014 Stock Incentive Plan) (Charles C.

Bracher, Robert J.

Sheedy, Jr., Steven K.

2014 Stock Incentive Plan)

S-1/A 333-231428 5/22/2019 10.16

10.3† Form of Time Vesting Stock Option Grant Notice and Agreement (Globe Holding Corp.

2014 Stock Incentive Plan) (Charles C.

Bracher, Robert J.

Sheedy, Jr., Steven K.

2014 Stock Incentive Plan)

S-1/A 333-231428 5/22/2019 10.17

5 unchanged sentences

S-1/A 333-231428 6/10/2019 10.19

10.7† 2021 Form of Restricted Stock Unit Grant and Agreement (Grocery Outlet Holding Corp.

2019 Stock Incentive Plan)

10-K 001-38950 3/2/2021 10.32

10.6† Form of Performance Stock Unit Grant and Agreement (Grocery Outlet Holding Corp.

2019 Stock Incentive Plan)

10-K 001-38950 3/2/2021 10.33

10.9† Form of Performance Stock Unit Grant and Agreement (Grocery Outlet Holding Corp.

2019 Stock Incentive Plan) (effective October 2021)

12 unchanged sentences

8-K 001-38950 10/30/2024

Restricted Stock Unit Grant and Agreement (Grocery Outlet Holding Corp.

2019 Stock Incentive Plan) ( Form for Mr.

10-K 001-38950 3/1/2023 10.34

10.11† Form of Restricted Stock Unit Grant and Agreement for Non-Employee Directors (Grocery Outlet Holding Corp.

1 unchanged sentence

10-Q 001-38950 8/9/2023 10.1

Non-Employee Director Compensation Policy (as amended November 2, 2022 and as effective January 1, 2023)

8-K 001-38950 11/8/2022 10.2

10.12† Non-Employee Director Compensation Policy (as amended June 3, 2024)

9 unchanged sentences

10-Q 001-38950 11/8/2023 10.1

Employment Agreement, effective January 1, 2023, by and among Robert J.

Sheedy, Jr., Grocery Outlet Inc.

and Grocery Outlet Holding Corp.

8-K 001-38950 11/8/2022 10.1

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

Bracher and Grocery Outlet Inc.

8-K 001-38950

Amendment to Consulting Agreement, dated as of September 1, 2024, by and between Charles C.

Bracher and Grocery Outlet Inc.

Interim Chief Executive Officer Agreement, dated October 29, 2024, by and between Eric J.

2 unchanged sentences

8-K 001-38950

Employment Agreement, effective February 3, 2025 by and among Jason Potter, Grocery Outlet Holding Corp.

and Grocery Outlet Inc.

8-K 001-38950

Performance and Time Vesting Stock Option Grant Notice and Agreement for Jason Potter dated February 28, 2025 (Grocery Outlet Holding Corp.

2019 Incentive Plan)

Time Vesting Restricted Stock Unit Grant Notice and Agreement for Jason Potter dated February 28, 2025 (Grocery Outlet Holding Corp.

2019 Incentive Plan)

Form of Time Vesting Stock Option Grant Notice and Agreement for Jason Potter (Grocery Outlet Holding Corp.

2019 Incentive Plan) (effective February 28, 2025)

Form of Time Vesting Stock Option Grant Notice and Agreement (Grocery Outlet Holding Corp.

2019 Incentive Plan) (effective February 28, 2025)

Description of cash compensation awarded to Eric J.

Lindberg, Jr.

for Interim CEO transition services

Consulting Agreement dated as of October 3, 2025 by and between Pamela Burke and Grocery Outlet, Inc.

Form of Indemnification Agreement between Grocery Outlet Holding Corp.

16 unchanged sentences

19 Grocery Outlet Securities Trading Policy (Revised August 24, 2023)

001-38950 2/26/2025

21.1* Subsidiaries of the Registrant

9 unchanged sentences

Incentive Compensation Clawback Policy

10-K 001-38950 2/28/2024 97.1

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.

12 unchanged sentences

The certifications attached as Exhibit 32.1 and 32.2 that accompany this Form 10-K 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 Form 10-K, irrespective of any general incorporation language contained in such filing.

under the Securities Act of 1933 or the Exchange Act whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.

FORM 10-K SUMMARY

2 unchanged sentences

Grocery Outlet Holding Corp.

February 26, 2025 By:

March 4, 2026 By:

/s/ Jason Potter

9 unchanged sentences

President and Chief Executive Officer;

(Principal Executive Officer) February 26, 2025

(Principal Executive Officer) March 4, 2026

/s/ Christopher M.

Executive Vice President, Chief Financial Officer

(Principal Financial Officer)

February 26, 2025

(Principal Financial Officer and Principal Accounting Officer)

March 4, 2026

Christopher M.

/s/ Lindsay E.

Gray Senior Vice President, Accounting

(Principal Accounting Officer) February 26, 2025

Lindberg, Jr.

Chairman of the Board

February 26, 2025

March 4, 2026

Lindberg, Jr.

Ragatz Lead Independent Director February 26, 2025

/s/ Kenneth W.

Alterman Director February 26, 2025

Bachman Director February 26, 2025

/s/ Mary Kay Haben Director February 26, 2025

Ragatz Lead Independent Director March 4, 2026

Bachman Director March 4, 2026

/s/ Mary Kay Haben Director March 4, 2026

Mary Kay Haben

/s/ Thomas F.

Herman Director February 26, 2025

Jaros Director February 26, 2025

/s/ Gail Moody-Byrd Director February 26, 2025

Jaros Director March 4, 2026

/s/ Michael Kobayashi

Director March 4, 2026

Michael Kobayashi

/s/ Lawrence Molloy

Director March 4, 2026

Lawrence Molloy

/s/ Gail Moody-Byrd Director March 4, 2026

Gail Moody-Byrd

/s/ Jeffrey R.

York Director February 26, 2025

York Director March 4, 2026

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-K

Item 9A. Controls and Procedures