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 26, 2026, there were 8 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 to the 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 January 2, 2021 through January 3, 2026 for:
• Grocery Outlet Holding Corp.
• Nasdaq Global Market Composite Index
• Nasdaq US Benchmark Retailers Index
40
Table of Contents
1/2/2021 1/1/2022 12/31/2022 12/30/2023 12/28/2024 1/3/2026
Grocery Outlet Holding Corp.
$ 100.00 $ 72.05 $ 74.37 $ 68.69 $ 39.41 $ 25.91
Nasdaq Global Market Composite Index
$ 100.00 $ 74.17 $ 35.19 $ 34.46 $ 34.97 $ 36.92
Nasdaq US Benchmark Retailers Index $ 100.00 $ 116.05 $ 79.52 $ 109.14 $ 125.20 $ 132.76
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 January 2, 2021. 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.
41
Table of Contents
Issuer Purchases of Equity Securities
The Board approved a new share repurchase program (the "2024 Share Repurchase Program") effective November 1, 2024, which replaced the 2021 share repurchase program. The 2024 Share Repurchase Program, 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. In addition to the Company's discretion, such repurchases are subject to, among other things, market conditions, applicable legal requirements and debt covenants. Any repurchased shares are constructively retired and returned to an unissued status.
We did not repurchase any shares of our common stock in fiscal 2025. As of January 3, 2026, we had $100.0 million of repurchase authority remaining under the 2024 Share Repurchase Program.
ITEM 6. [RESERVED]
42
Table of Contents